Exhibit 4.1


	
 


	



	
 


	
INDENTURE


	
 


	
between


	
 


	
USAA AUTO OWNER TRUST 2008-1 


	
as Issuer


	
 


	
and


	
 


	
THE BANK OF NEW YORK

  as Indenture Trustee


	
 


	
Dated as of January 15, 2008


	
 


	











TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 


	
ARTICLE I

	
 

	
 


	
DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE

	
 

	
 


	
 

	
 

	
 


	
SECTION 1.1

	
 

	
Definitions
  and Usage

	
 

	
2


	
SECTION 1.2

	
 

	
Incorporation
  by Reference of Trust Indenture Act

	
 

	
2


	
 

	
 

	
 

	
 

	
 


	
ARTICLE II

	
 

	
 


	
THE NOTES

	
 

	
 


	
 

	
 

	
 


	
SECTION 2.1

	
 

	
Form

	
 

	
2


	
SECTION 2.2

	
 

	
Execution,
  Authentication and Delivery

	
 

	
3


	
SECTION 2.3

	
 

	
Temporary
  Notes

	
 

	
4


	
SECTION 2.4

	
 

	
Tax
  Treatment

	
 

	
4


	
SECTION 2.5

	
 

	
Registration;
  Registration of Transfer and Exchange

	
 

	
4


	
SECTION 2.6

	
 

	
Mutilated,
  Destroyed, Lost or Stolen Notes

	
 

	
7


	
SECTION 2.7

	
 

	
Persons
  Deemed Owners

	
 

	
8


	
SECTION 2.8

	
 

	
Payment of
  Principal and Interest; Defaulted Interest

	
 

	
8


	
SECTION 2.9

	
 

	
Cancellation

	
 

	
9


	
SECTION 2.10

	
 

	
Release of
  Collateral

	
 

	
9


	
SECTION 2.11

	
 

	
Book-Entry
  Notes

	
 

	
10


	
SECTION 2.12

	
 

	
Notices to
  Clearing Agency

	
 

	
10


	
SECTION 2.13

	
 

	
Definitive
  Notes

	
 

	
11


	
SECTION 2.14

	
 

	
Authenticating
  Agents

	
 

	
11


	
 

	
 

	
 

	
 

	
 


	
ARTICLE III

	
 

	
 


	
COVENANTS

	
 

	
 


	
 

	
 

	
 


	
SECTION 3.1

	
 

	
Payment of
  Principal and Interest

	
 

	
12


	
SECTION 3.2

	
 

	
Maintenance
  of Office or Agency

	
 

	
12


	
SECTION 3.3

	
 

	
Money for
  Payments to Be Held in Trust

	
 

	
12


	
SECTION 3.4

	
 

	
Existence

	
 

	
14


	
SECTION 3.5

	
 

	
Protection
  of Indenture Trust Estate

	
 

	
14


	
SECTION 3.6

	
 

	
Opinions as
  to Indenture Trust Estate

	
 

	
15


	
SECTION 3.7

	
 

	
Performance
  of Obligations; Servicing of Receivables

	
 

	
16


	
SECTION 3.8

	
 

	
Negative
  Covenants

	
 

	
18


	
SECTION 3.9

	
 

	
Annual
  Statement as to Compliance

	
 

	
19


	
SECTION 3.10

	
 

	
Issuer May
  Consolidate, etc., Only on Certain Terms

	
 

	
19


	
SECTION 3.11

	
 

	
Successor or
  Transferee

	
 

	
20


	
SECTION 3.12

	
 

	
No Other
  Business

	
 

	
21


	
SECTION 3.13

	
 

	
No Borrowing

	
 

	
21


	
SECTION 3.14

	
 

	
Servicer’s
  Obligations

	
 

	
21


	
SECTION 3.15

	
 

	
Guarantees,
  Loans, Advances and Other Liabilities

	
 

	
21


	
SECTION 3.16

	
 

	
Capital
  Expenditures

	
 

	
21


	
SECTION 3.17

	
 

	
Further
  Instruments and Acts

	
 

	
21





-i-






TABLE OF CONTENTS
(continued)


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 


	
SECTION 3.18

	
 

	
Restricted
  Payments

	
 

	
21


	
SECTION 3.19

	
 

	
Notice of
  Events of Default

	
 

	
22


	
SECTION 3.20

	
 

	
Removal of
  Administrator

	
 

	
22


	
 

	
 

	
 

	
 

	
 


	
ARTICLE IV

	
 

	
 


	
SATISFACTION AND DISCHARGE

	
 

	
 


	
 

	
 

	
 


	
SECTION 4.1

	
 

	
Satisfaction
  and Discharge of Indenture

	
 

	
22


	
SECTION 4.2

	
 

	
Application
  of Trust Money

	
 

	
23


	
SECTION 4.3

	
 

	
Repayment of
  Monies Held by Note Paying Agent

	
 

	
23


	
 

	
 

	
 

	
 

	
 


	
ARTICLE V

	
 

	
 


	
REMEDIES

	
 

	
 


	
 

	
 

	
 


	
SECTION 5.1

	
 

	
Events of
  Default

	
 

	
23


	
SECTION 5.2

	
 

	
Acceleration
  of Maturity; Rescission and Annulment

	
 

	
25


	
SECTION 5.3

	
 

	
Collection
  of Indebtedness and Suits for Enforcement by Indenture Trustee

	
 

	
25


	
SECTION 5.4

	
 

	
Remedies;
  Priorities

	
 

	
27


	
SECTION 5.5

	
 

	
Optional
  Preservation of the Receivables

	
 

	
30


	
SECTION 5.6

	
 

	
Limitation
  of Suits

	
 

	
30


	
SECTION 5.7

	
 

	
Unconditional
  Rights of Noteholders to Receive Principal and Interest

	
 

	
31


	
SECTION 5.8

	
 

	
Restoration
  of Rights and Remedies

	
 

	
31


	
SECTION 5.9

	
 

	
Rights and
  Remedies Cumulative

	
 

	
31


	
SECTION 5.10

	
 

	
Delay or
  Omission Not a Waiver

	
 

	
31


	
SECTION 5.11

	
 

	
Control by
  Controlling Class

	
 

	
32


	
SECTION 5.12

	
 

	
Waiver of
  Past Defaults

	
 

	
32


	
SECTION 5.13

	
 

	
Undertaking
  for Costs

	
 

	
33


	
SECTION 5.14

	
 

	
Waiver of
  Stay or Extension Laws

	
 

	
33


	
SECTION 5.15

	
 

	
Action on
  Notes

	
 

	
33


	
SECTION 5.16

	
 

	
Performance
  and Enforcement of Certain Obligations

	
 

	
33


	
 

	
 

	
 

	
 

	
 


	
ARTICLE VI

	
 

	
 


	
THE INDENTURE TRUSTEE

	
 

	
 


	
 

	
 

	
 


	
SECTION 6.1

	
 

	
Duties of
  Indenture Trustee

	
 

	
34


	
SECTION 6.2

	
 

	
Rights of
  Indenture Trustee

	
 

	
36


	
SECTION 6.3

	
 

	
Individual
  Rights of Indenture Trustee

	
 

	
37


	
SECTION 6.4

	
 

	
Indenture
  Trustee’s Disclaimer

	
 

	
37


	
SECTION 6.5

	
 

	
Notice of
  Defaults

	
 

	
37


	
SECTION 6.6

	
 

	
Reports by
  Indenture Trustee to Noteholders

	
 

	
37


	
SECTION 6.7

	
 

	
Compensation
  and Indemnity

	
 

	
37


	
SECTION 6.8

	
 

	
Replacement
  of Indenture Trustee

	
 

	
38


	
SECTION 6.9

	
 

	
Successor
  Indenture Trustee by Merger

	
 

	
39





-ii-






TABLE OF CONTENTS
(continued)


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 


	
SECTION 6.10

	
 

	
Appointment
  of Co-Indenture Trustee or Separate Indenture Trustee

	
 

	
39


	
SECTION 6.11

	
 

	
Eligibility;
  Disqualification

	
 

	
41


	
SECTION 6.12

	
 

	
Preferential
  Collection of Claims Against Issuer

	
 

	
41


	
 

	
 

	
 

	
 

	
 


	
ARTICLE VII

	
 

	
 


	
NOTEHOLDERS’ LISTS AND REPORTS

	
 

	
 


	
 

	
 

	
 


	
SECTION 7.1

	
 

	
Issuer to
  Furnish Indenture Trustee Names and Addresses of Noteholders

	
 

	
41


	
SECTION 7.2

	
 

	
Preservation
  of Information; Communications to Noteholders

	
 

	
42


	
SECTION 7.3

	
 

	
Reports by
  Issuer

	
 

	
42


	
SECTION 7.4

	
 

	
Reports by
  Indenture Trustee

	
 

	
43


	
 

	
 

	
 

	
 

	
 


	
ARTICLE VIII

	
 

	
 


	
ACCOUNTS, DISBURSEMENTS AND RELEASES

	
 

	
 


	
 

	
 

	
 


	
SECTION 8.1

	
 

	
Collection
  of Money

	
 

	
43


	
SECTION 8.2

	
 

	
Trust
  Accounts

	
 

	
43


	
SECTION 8.3

	
 

	
General
  Provisions Regarding Accounts

	
 

	
47


	
SECTION 8.4

	
 

	
Release of
  Indenture Trust Estate

	
 

	
48


	
SECTION 8.5

	
 

	
Opinion of
  Counsel

	
 

	
49


	
 

	
 

	
 

	
 

	
 


	
ARTICLE IX

	
 

	
 


	
SUPPLEMENTAL INDENTURES

	
 

	
 


	
 

	
 

	
 


	
SECTION 9.1

	
 

	
Supplemental
  Indentures Without Consent of Noteholders

	
 

	
49


	
SECTION 9.2

	
 

	
Supplemental
  Indentures with Consent of Noteholders

	
 

	
50


	
SECTION 9.3

	
 

	
Execution of
  Supplemental Indentures

	
 

	
52


	
SECTION 9.4

	
 

	
Effect of
  Supplemental Indenture

	
 

	
52


	
SECTION 9.5

	
 

	
Conformity
  with Trust Indenture Act

	
 

	
52


	
SECTION 9.6

	
 

	
Reference in
  Notes to Supplemental Indentures

	
 

	
53


	
 

	
 

	
 

	
 

	
 


	
ARTICLE X

	
 

	
 


	
PREPAYMENT

	
 

	
 


	
 


	
 


	
SECTION 10.1

	
 

	
Prepayment

	
 

	
53


	
SECTION 10.2

	
 

	
Form of
  Prepayment Notice

	
 

	
53


	
SECTION 10.3

	
 

	
Notes
  Payable on Prepayment Date

	
 

	
54


	
 

	
 

	
 

	
 

	
 


	
ARTICLE XI

	
 

	
 


	
MISCELLANEOUS

	
 

	
 


	
 


	
SECTION 11.1

	
 

	
Compliance
  Certificates and Opinions, etc

	
 

	
54


	
SECTION 11.2

	
 

	
Form of
  Documents Delivered to Indenture Trustee

	
 

	
55





-iii-






TABLE OF CONTENTS
(continued)


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 


	
SECTION 11.3

	
 

	
Acts of
  Noteholders

	
 

	
56


	
SECTION 11.4

	
 

	
Notices,
  etc., to Indenture Trustee, Issuer and Rating Agencies

	
 

	
57


	
SECTION 11.5

	
 

	
Notices to
  Noteholders; Waiver

	
 

	
57


	
SECTION 11.6

	
 

	
Alternate
  Payment and Notice Provisions

	
 

	
58


	
SECTION 11.7

	
 

	
Conflict
  with Trust Indenture Act

	
 

	
58


	
SECTION 11.8

	
 

	
Effect of
  Headings and Table of Contents

	
 

	
58


	
SECTION 11.9

	
 

	
Successors
  and Assigns

	
 

	
58


	
SECTION
  11.10

	
 

	
Separability

	
 

	
58


	
SECTION
  11.11

	
 

	
Benefits of
  Indenture

	
 

	
58


	
SECTION
  11.12

	
 

	
Legal
  Holidays

	
 

	
59


	
SECTION
  11.13

	
 

	
GOVERNING
  LAW

	
 

	
59


	
SECTION
  11.14

	
 

	
Counterparts

	
 

	
59


	
SECTION
  11.15

	
 

	
Recording of
  Indenture

	
 

	
59


	
SECTION
  11.16

	
 

	
Trust
  Obligation

	
 

	
59


	
SECTION
  11.17

	
 

	
No Petition

	
 

	
59


	
SECTION
  11.18

	
 

	
Subordination
  Agreement

	
 

	
60


	
SECTION
  11.19

	
 

	
No Recourse

	
 

	
60


	
SECTION
  11.20

	
 

	
Inspection

	
 

	
60


	
EXHIBIT A-1

	
 

	
FORM OF
  CLASS A-1 NOTE

	
 

	
A-1-1


	
EXHIBIT A-2

	
 

	
FORM OF
  CLASS A-2 NOTE

	
 

	
A-2-1


	
EXHIBIT A-3

	
 

	
FORM OF
  CLASS A-3 NOTE

	
 

	
A-3-1


	
EXHIBIT A-4

	
 

	
FORM OF
  CLASS A-4 NOTE

	
 

	
A-4-1


	
EXHIBIT B

	
 

	
FORM OF
  CLASS B NOTE

	
 

	
B-1


	
 

	
 

	
 

	
 

	
 


	
SCHEDULE A

	
 

	
Schedule of
  Receivables Sch-A-1

	
 

	
 





-iv-







          INDENTURE,
dated as of January 15, 2008 (as from time to time amended, supplemented or
otherwise modified and in effect, this “Indenture”), between USAA AUTO
OWNER TRUST 2008-1, a Delaware statutory trust, as issuer (the “Issuer”),
and THE BANK OF NEW YORK, a banking corporation organized under the laws of the
State of New York, as trustee and not in its individual capacity (in such
capacity, the “Indenture Trustee”).


          Each
party agrees as follows for the benefit of the other party and for the equal
and ratable benefit of the holders of the Issuer’s Class A-1 4.4526% Asset
Backed Notes (the “Class A-1 Notes”), Class A-2 4.27% Asset Backed Notes
(the “Class A-2 Notes”), Class A-3 4.16% Asset Backed Notes (the “Class
A-3 Notes”), Class A-4 4.50% 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 6.50% Asset Backed Notes (the “Class
B Notes” and, together with the Class A Notes, the “Notes”):


GRANTING CLAUSE


          The
Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture
Trustee for the benefit of the Noteholders, all of the Issuer’s right, title
and interest in, to and under, whether now owned or existing or hereafter
acquired or arising, (a) the Receivables; (b) monies received thereunder on or
after the Cut-off Date; (c) the security interests in the Financed Vehicles
granted by Obligors pursuant to the Receivables and any other interest of the
Issuer in the Financed Vehicles; (d) rights to receive proceeds with respect to
the Receivables from claims on any theft, physical damage, credit life, credit
disability, or other insurance policies covering Financed Vehicles or Obligors;
(e) all of the rights to the Receivable Files; (f) the Trust Accounts, and all
amounts, securities, investments, investment property and other property
deposited in or credited to any of the foregoing, all securities entitlements
related to the foregoing and all proceeds thereof; (g) the Sale and Servicing
Agreement and the Depositor’s rights under the Receivables Purchase Agreement;
(h) payments and proceeds with respect to the Receivables held by the Servicer;
(i) all property (including the right to receive Liquidation Proceeds) securing
a Receivable (other than a Receivable purchased by the Servicer or repurchased
by the Depositor or the Seller); (j) rebates of premiums and other amounts
relating to insurance policies and other items financed under the Receivables
in effect as of the Cut-off Date; and (k) all present and future claims,
demands, causes of action and choses in action in respect of any or all of the
foregoing and all payments on or under and all proceeds of every kind and
nature whatsoever in respect of any or all of the foregoing, including all
proceeds of the conversion thereof, 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 and other property which at any time
constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the “Collateral”).


          The
foregoing Grant is made in trust to secure the payment of principal of and
interest on, and any other amounts owing in respect of, the Notes, equally and
ratably without prejudice, priority or distinction, except as provided in this
Indenture, and to secure compliance with the provisions of this Indenture, all
as provided in this Indenture.






          The
Bank of New York, as Indenture Trustee on behalf of the Noteholders,
acknowledges such Grant, accepts the trusts under this Indenture in accordance
with the provisions of this Indenture and agrees to perform its duties required
in this Indenture to the best of its ability to the end that the interests of
the Noteholders may be adequately and effectively protected.


ARTICLE I


DEFINITIONS, USAGE AND INCORPORATION BY
REFERENCE


          SECTION
1.1 Definitions and Usage. Except as otherwise specified herein or as
the context may otherwise require, capitalized terms used but not otherwise
defined herein are defined in Appendix A to the Sale and Servicing
Agreement, dated as of January 15, 2008, by and among the Issuer, USAA
Acceptance, LLC and USAA Federal Savings Bank, which also contains rules as to
usage that shall be applicable herein.


          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:


          “indenture
securities” shall mean the Notes.


          “indenture
security holder” shall mean a Noteholder.


          “indenture
to be qualified” shall mean this Indenture.


          “indenture
trustee” or “institutional trustee” shall mean the Indenture
Trustee.


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


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


ARTICLE II


THE NOTES


          SECTION
2.1 Form. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3
Notes, the Class A-4 Notes and the Class B Notes, together with the Indenture
Trustee’s certificates of authentication, shall be in substantially the forms
set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit
A-4 and Exhibit B, respectively, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution thereof. Any portion of the text of any


-2-






Note may be
set forth on the reverse thereof, with an appropriate reference thereto on the
face of the Note.


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


          (c)
Each Note shall be dated the date of its authentication. The terms of the Notes
set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4 and Exhibit B
are part of the terms of this Indenture and are incorporated herein by
reference.  


          SECTION
2.2 Execution, Authentication and Delivery. (a) 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.


          (b)
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.


          (c)
The Indenture Trustee shall, upon Issuer Order, authenticate and deliver the
Notes for original issue in the Classes and initial aggregate principal amounts
as set in the table below.


	
 

	
 

	
 

	
 

	
 


	
Class

	
 

	
Initial Aggregate

 Principal Amount

	
 


	


	
 

	



	
 


	
Class A-1
 Notes

	
 

	
$

	
 254,000,000

	
 


	
Class A-2
 Notes

	
 

	
$

	
 330,000,000

	
 


	
Class A-3
 Notes

	
 

	
$

	
 373,000,000

	
 


	
Class A-4
 Notes

	
 

	
$

	
 258,625,000

	
 


	
Class B
 Notes

	
 

	
$

	
   34,375,000

	
 





          The
aggregate principal amount 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
those respective amounts except as provided in Section 2.6.


          (d)
The Class A-1, Class A-2, Class A-3, Class A-4 and Class B Notes shall be
issuable as Book-Entry Notes in minimum denominations of $100,000 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 of $1,000).


          (e)
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.


-3-






          SECTION
2.3 Temporary Notes. (a) 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 that are printed,
lithographed, typewritten, mimeographed or otherwise produced, substantially of
the tenor of the Definitive Notes in lieu of which they are issued and with
such variations not inconsistent with the terms of this Indenture as the
officers executing the temporary Notes may determine, as evidenced by their
execution of such temporary 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 Noteholder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall
execute, and the Indenture Trustee 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 Notes.


          SECTION
2.4 Tax Treatment. The Issuer has entered into this Indenture, and the
Notes shall be issued, with the intention that, for federal, State and local
income and franchise tax purposes, the Notes shall qualify as indebtedness of
the Issuer secured by the Indenture Trust Estate. 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),
agree to treat the Notes for federal, State and local income and franchise tax
purposes as indebtedness of the Issuer. This paragraph does not apply to Notes
when owned by a sole owner of the Certificate or by a Person that, for federal
income tax purposes, is not treated as an entity separate from the sole owner
of the Certificate.


          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.


          SECTION
2.5 Registration; Registration of Transfer and Exchange. (a) 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 initially shall be the “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, (i) 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, (ii) the
Indenture Trustee shall have the right to inspect the Note Register at all
reasonable times and to obtain copies thereof, and (iii) the Indenture Trustee
shall have the right to rely upon a certificate executed on behalf of the Note
Registrar by an


-4-






Executive
Officer thereof as to the names and addresses of the Noteholders and the
principal amounts and number of such Notes.


          (b)
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(a) of the UCC are met, an Authorized Officer of
the Issuer shall execute, and 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 of the same Class
in any authorized denomination, of a like aggregate principal amount.


          (c)
At the option of the Noteholder, Notes may be exchanged for other Notes of the
same Class in any authorized denominations, of a like aggregate 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(a) of the UCC are met, the Issuer shall execute, the Indenture Trustee
shall authenticate, and the Noteholder shall obtain from the Indenture Trustee,
the Notes which the Noteholder making such exchange is entitled to receive.


          (d)
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.


          (e)
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 satisfactory to the Indenture Trustee duly executed by, the
Noteholder thereof or such Noteholder’s attorney duly authorized in writing,
with such signature guaranteed by an “eligible guarantor institution” meeting
the requirements of the Note Registrar and (ii) accompanied by such other
documents or evidence as the Indenture Trustee may require.


          (f)
No service charge shall be made to a Noteholder for any registration of
transfer or exchange of Notes, but the Note Registrar 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 9.6 not involving
any transfer.


          (g)
The preceding provisions of this Section 2.5 notwithstanding, the Issuer
shall not be required to make and the Note Registrar need not register
transfers or exchanges of Notes selected for redemption or of any Note for a
period of fifteen (15) days preceding the Payment Date for any payment with
respect to such Note.


          (h)
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 the 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 Plan, or any employee benefit plan subject to Similar Law, or
(y) 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


-5-






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 nonexempt
violation of Similar Law.


          (i)
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 the following:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
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 Plan or any governmental plan, church plan
 or non-U.S. plan that is subject to any 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 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
 nonexempt violation of any applicable Similar Law.


	
 

	
 

	
 


	
 

	
          (ii)
 It is, and each account (if any) for which it is purchasing Class B Notes is,
 a Person who is (A) a citizen or resident of the United States, (B) a
 corporation or partnership 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 (ii) has the authority to
 control all substantial decisions of the trust.


	
 

	
 


	
 

	
          (iii)
 It understands that any purported transfer of any Class B Note (or any
 interest therein) to any Person who does not meet the conditions of paragraphs
 (i) and (ii) above shall be, to the fullest extent permitted by
 law, void ab initio, and the purported transferee in such a transfer shall
 not be recognized by the Issuer or any other Person as a Class B Noteholder
 for any purpose.





-6-






          (j)
Plans and persons investing on behalf of or with “plan assets” of Plans may not
acquire the Class B Notes. However, an insurance company using the assets of
its general account that include “plan assets” may purchase the Class B Notes
if:


	
 

	
 


	
 

	
          (i)
 such insurance company is able to represent that, as of the date it acquires
 an interest in the Class B Notes, less than 25% of the assets of such general
 account constitute “plan assets” of a Plan within the meaning of 29 C.F.R.
 §2510.3-101(f), as modified by Section 3(42) of ERISA;


	
 

	
 


	
 

	
          (ii)
 such insurance company agrees that if at any time during any calendar quarter
 while it is holding an interest in the Class B Notes, 25% or more of the
 assets of such general account constitute “plan assets” of a Plan within the
 meaning of 29 C.F.R. §2510.3-101(f) as modified by Section 3(42) of ERISA,
 and if, at that time, no appropriate exemption or exception applies to the
 operation of the Issuer and its assets under ERISA, such insurance company
 will dispose of the Class B Notes then held in its general account;


	
 

	
 


	
 

	
          (iii)
 neither such insurance company nor any affiliate is a Controlling Person of
 the Issuer; and


	
 

	
 


	
 

	
          (iv)
 the purchase satisfies the conditions for relief under Section I of PTCE
 95-60.





          SECTION
2.6 Mutilated, Destroyed, Lost or Stolen Notes. (a) If (i) any mutilated
Note is surrendered to the Indenture Trustee or the Note Registrar, 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 notice to the Issuer, the
Note Registrar or the Indenture Trustee that such Note has been acquired by a
“protected purchaser”, as defined in Section 8-303 of the UCC, and provided that the requirements of Section
8-405 of the UCC are met, the Issuer shall execute, and upon Issuer 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 of the
same Class; provided, however, that if any such destroyed, lost
or stolen Note, but not a mutilated Note, shall have become or within seven (7)
days shall be due and payable, or shall have been called for redemption,
instead of issuing a replacement Note, the Issuer may pay such destroyed, lost
or stolen Note when so due or payable or upon the Prepayment 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 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, 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.


-7-






          (b)
Upon the issuance of any replacement Note under this Section 2.6, the
Issuer may require the payment by the Noteholder of such Note 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) connected therewith.


          (c)
Every replacement Note issued pursuant to this Section 2.6 in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute
an original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.


          (d)
The provisions of this Section 2.6 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
2.7 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 none of the Issuer, the Indenture Trustee or any agent of the
Issuer or the Indenture Trustee shall be affected by notice to the contrary.


          SECTION
2.8 Payment of Principal and Interest; Defaulted Interest. (a) The Class
A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and
the Class B Notes shall accrue interest at the Class A-1 Rate, the Class A-2
Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate,
respectively, as set forth in Exhibit A-1, Exhibit A-2,
Exhibit A-3, Exhibit A-4 and Exhibit B, respectively, and such
interest shall be due and payable on each Payment Date as specified therein,
subject to Section 3.1. Any installment of interest or principal, if
any, payable on any Note that 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
either by wire transfer in immediately available funds, to the account of such
Noteholder at a bank or other entity having appropriate facilities therefor, if
such Noteholder shall have provided to the Note Registrar appropriate written
instructions at least five (5) Business Days prior to such Payment Date and
such Noteholder’s Notes in the aggregate evidence a denomination of not less
than $1,000,000, or, if not, by check mailed first-class postage prepaid to
such Person’s address as it appears on the Note Register on such Record Date; provided that, unless Definitive Notes
have been issued to Note Owners pursuant to Section 2.13, with respect
to Notes registered on the Record Date in the name of the nominee of the
Clearing Agency (initially, such nominee to be Cede & Co.), payment shall
be made by wire transfer in immediately available funds to the account
designated by such nominee, and except for the final installment of principal
payable with respect to such Note on a Payment Date, Prepayment Date or the
applicable Final Scheduled Payment Date, which shall be payable as provided
below. The funds represented by any such checks returned undelivered shall be
held in accordance with Section 3.3.


-8-






          (b)
The principal of each Note shall be payable in installments on each Payment
Date as provided in this Indenture and in the forms of Notes set forth in Exhibit
A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4 and Exhibit
B hereto. Notwithstanding the foregoing, the entire unpaid principal amount
of each Class of Notes shall be due and payable, if not previously paid, on the
date on which an Event of Default shall have occurred and be continuing, if the
Indenture Trustee or the Noteholders of Notes evidencing not less than a
majority of the principal amount of the Controlling Class have declared the
Notes to be immediately due and payable in the manner provided in Section
5.2. 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 the Issuer expects that the final installment of
principal of and interest on such Note shall be paid. Such notice shall be
mailed or transmitted by facsimile prior to such final Payment Date and shall
specify that such final installment shall 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 redemption of Notes shall be mailed to Noteholders as provided
in Section 10.2.


          (c)
If the Issuer defaults in a payment of interest on the Notes, the Issuer shall
pay defaulted interest (plus interest on such defaulted interest to the extent
lawful) at the applicable Note Interest Rate 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
2.9 Cancellation. All Notes surrendered for payment, registration of
transfer or exchange 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 2.9, 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 and so long as such
Issuer Order is timely and the Notes have not been previously disposed of by
the Indenture Trustee.


          SECTION
2.10 Release of Collateral. Subject to Section 11.1 and the terms
of the Basic Documents, 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) modifying the Issuer’s obligations
under TIA Sections 314(c) and 314(d)(1), subject to Section 11.1 and the
terms of the Basic 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.


-9-






          SECTION
2.11 Book-Entry Notes. The Notes, upon original issuance, shall be
issued in the form of typewritten Notes representing the Book-Entry Notes, to
be delivered to The Depository Trust Company, the initial Clearing Agency, by,
or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially
on the Note Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Note Owner thereof shall receive a Definitive Note (as
defined below) representing such Note Owner’s interest in such Note, except as
provided in Section 2.13. Unless and until definitive, fully registered
Notes (the “Definitive Notes”) have been issued to such Note Owners
pursuant to Section 2.13:


	
 

	
 

	
 


	
 

	
          (i)
 the provisions of this Section 2.11 shall be in full force and effect;


	
 

	
 

	
 


	
 

	
          (ii)
 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 Book-Entry Notes and the giving of
 instructions or directions hereunder) as the sole Noteholder, and shall have
 no obligation to the Note Owners;


	
 

	
 

	
 


	
 

	
          (iii)
 to the extent that the provisions of this Section 2.11 conflict with
 any other provisions of this Indenture, the provisions of this Section
 2.11 shall control;


	
 

	
 

	
 


	
 

	
          (iv)
 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 such
 Note Owners and the Clearing Agency and/or the Clearing Agency Participants
 pursuant to the Security Depository Agreement. Unless and until Definitive
 Notes are issued to Note Owners pursuant to Section 2.13, the initial
 Clearing Agency shall make book-entry transfers among the Clearing Agency
 Participants and receive and transmit payments of principal of and interest
 on the Book-Entry Notes to such Clearing Agency Participants (and neither the
 Indenture Trustee nor the Note Registrar shall have any liability or
 responsibility therefor); and


	
 

	
 

	
 


	
 

	
          (v)
 whenever this Indenture requires or permits actions to be taken based upon
 instructions or directions of Noteholders of Notes evidencing a specified
 percentage of the principal amount of the Notes Outstanding (or any Class
 thereof), 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 owning or representing,
 respectively, such required percentage of the beneficial interest of the
 Notes Outstanding (or Class thereof) and has delivered such instructions to
 the Indenture Trustee.





          SECTION
2.12 Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders of Book-Entry Notes is required under this
Indenture, unless and until Definitive Notes shall have been issued to the Note
Owners pursuant to Section 2.13, the Indenture Trustee shall give all
such notices and communications specified herein to be given to Noteholders of
Book-Entry Notes to the Clearing Agency, and shall have no obligation to such
Note Owners.


-10-






          SECTION
2.13 Definitive Notes. With respect to any Class or Classes of
Book-Entry Notes, if (i) 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 such Class of Book-Entry Notes
and the Administrator is unable to locate a qualified successor or (ii) after
the occurrence of an Event of Default or an Event of Servicing Termination, Note
Owners of such Class of Book- Entry Notes evidencing beneficial interests
aggregating not less than a majority of the principal amount of such Class
advise the Indenture Trustee and the Clearing Agency in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of such Class of Note Owners, then the Clearing Agency shall
notify all Note Owners of such Class and the Indenture Trustee of the
occurrence of such event and of the availability of Definitive Notes to the
Note Owners of the applicable Class requesting the same. Upon surrender to the
Indenture Trustee of the typewritten 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 to Note Owners, the Indenture Trustee shall recognize the holders of such
Definitive Notes as Noteholders.


          SECTION
2.14 Authenticating Agents. (a) 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,
2.5, 2.6 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
2.14 shall be deemed to be the authentication of Notes “by the Indenture
Trustee.”


          (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 Owner Trustee. The Indenture
Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and the Owner
Trustee. Upon receiving such notice of resignation or upon such a termination,
the Indenture Trustee may appoint a successor Authenticating Agent and shall
give written notice of any such appointment to the Owner Trustee.


          (d)
The Administrator agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services. The provisions of Sections 2.9
and 6.4 shall be applicable to any Authenticating Agent.


-11-






ARTICLE III


COVENANTS


          SECTION
3.1 Payment of Principal and Interest. The Issuer shall duly and
punctually pay the principal of and interest, if any, on the Notes in
accordance with the terms of the Notes and this Indenture. Without limiting the
foregoing, on each Payment Date the Issuer shall cause to be paid pursuant to Section
8.2 all amounts on deposit in the Collection Account and the Principal
Distribution Account with respect to the Collection Period preceding such
Payment Date and deposited therein pursuant to the Sale and Servicing
Agreement. Amounts properly withheld under the Code by any Person from a
payment to any Noteholder of interest and/or principal shall be considered as
having been paid by the Issuer to such Noteholder for all purposes of this
Indenture.


          SECTION
3.2 Maintenance of Office or Agency. 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, and its Corporate Trust Office as its office, for the foregoing
purposes. The Issuer shall give prompt written notice to the Indenture Trustee
of the location, and of any change in the location, of any such office or
agency. If, at any time, the Issuer shall fail to maintain any such office or
agency or shall fail to furnish the Indenture Trustee with the address thereof,
such surrenders, notices and demands may be made or served at 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(b), 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
Note Paying Agent, and no amounts so withdrawn from the Trust Accounts for
payments of Notes shall be paid over to the Issuer, except as provided in this Section
3.3.


          (b)
On or before the Business Day preceding each Payment Date and Prepayment Date,
the Issuer shall deposit or cause to be deposited (including the provision of
written instructions to the Indenture Trustee to make any required withdrawals
from the Reserve Account and to deposit such amounts in the Collection Account)
in the Collection Account an aggregate sum sufficient to pay the amounts then
becoming due under the Notes, such sum to be held in trust for the benefit of
the Persons entitled thereto, and (unless the Note Paying Agent is the
Indenture Trustee) shall promptly notify the Indenture Trustee of its action or
failure so to act.


          (c)
The Issuer shall cause each Note Paying Agent other than the Indenture Trustee
to execute and deliver to the Indenture Trustee an instrument in which such Note
Paying Agent shall agree with the Indenture Trustee (and if the Indenture
Trustee acts as Note Paying Agent, it hereby so agrees), subject to the
provisions of this Section 3.3, that such Note Paying Agent shall:


-12-






	
 

	
 


	
 

	
          (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 herein provided;


	
 

	
 


	
 

	
          (ii)
 give the Indenture Trustee 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 Note Paying Agent;


	
 

	
 


	
 

	
          (iv)
 immediately resign as a Note 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 Note Paying Agent at
 the time of its appointment; and


	
 

	
 


	
 

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





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


          (e)
Subject to applicable laws with respect to escheat of funds, any money held by
the Indenture Trustee or any Note Paying Agent in trust for the payment of any
amount due with respect to any Note and remaining unclaimed for two (2) years
after such amount has become due and payable shall be discharged from such
trust and be paid to the Issuer on Issuer Request; and the Noteholder of such
Note shall thereafter, as an unsecured general creditor, look only to the
Issuer for payment thereof (but only to the extent of the amounts so paid to
the Issuer), and all liability of the Indenture Trustee or such Note Paying
Agent with respect to such trust money shall thereupon cease; provided, however,
that the Indenture Trustee or such Note Paying Agent, before being required to
make any such repayment, shall at the expense and direction of the Issuer cause
to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in The
City of New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than thirty (30) days from the
date of such publication, any unclaimed balance of such money then remaining
shall be repaid to the Issuer. The Indenture Trustee shall also adopt and
employ, at the expense and direction of the Issuer, any other reasonable means
of notification of such repayment (including, but not limited to, mailing
notice of such repayment to Noteholders whose


-13-






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 Note Paying Agent, at the last
address of record for each such Noteholder).


          SECTION
3.4 Existence. The Issuer shall 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 Indenture Trust Estate.


          SECTION
3.5 Protection of Indenture Trust Estate. (a) The Issuer shall from time
to time execute, deliver and file, as applicable, all such supplements and
amendments hereto and all such financing statements, continuation statements,
instruments of further assurance and other instruments, and shall take such
other action necessary or advisable to:


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (iii)
 enforce any of the Collateral; or


	
 

	
 


	
 

	
          (iv)
 preserve and defend title to the Indenture Trust Estate and the rights of the
 Indenture Trustee and the Noteholders in such Indenture Trust Estate against
 the claims of all Persons.





          The
Issuer hereby authorizes the Indenture Trustee to file any financing statement,
continuation statement or other instrument required to be executed pursuant to
this Section 3.5; provided,
however, that the Indenture
Trustee shall be under no obligation to file any such financing statement,
continuation statement or other instrument required pursuant to this Section
3.5.


          (b)
The Issuer hereby represents and warrants that, as to the Collateral pledged to
the Indenture Trustee for the benefit of the Noteholders, on the Closing Date,
which representations and warranties shall survive such pledge:


	
 

	
 


	
 

	
          (i)
 the Indenture creates a valid and continuing security interest (as defined in
 the applicable UCC) in the Collateral that is in existence in favor of the
 Indenture Trustee, which security interest is prior to all other liens, and
 is enforceable as such as against creditors of and purchasers from the
 Issuer;


	
 

	
 


	
 

	
          (ii)
 the Receivables constitute either “tangible chattel paper” or “electronic
 chattel paper” under the applicable UCC;





-14-






	
 

	
 


	
 

	
          (iii)
 the Issuer owns and has good and marketable title to such Collateral free and
 clear of any liens, claims or encumbrances of any Person, other than the
 interest Granted under this Indenture;


	
 

	
 


	
 

	
          (iv)
 the Issuer has acquired its ownership in such Collateral in good faith
 without notice of any adverse claim;


	
 

	
 


	
 

	
          (v)
 the Trust Accounts are not in the name of any person other than the Indenture
 Trustee and the Issuer has not consented to the bank maintaining the Trust
 Accounts to comply with the instructions of any person other than the
 Indenture Trustee;


	
 

	
 


	
 

	
          (vi)
 the Issuer has not assigned, pledged, sold, granted a security interest in or
 otherwise conveyed any interest in such Collateral (or, if any such interest
 has been assigned, pledged or otherwise encumbered, it has been released)
 other than interests Granted pursuant to this Indenture;


	
 

	
 


	
 

	
          (vii)
 the Issuer has caused or will have caused, within ten days after the Closing
 Date, the filing of all appropriate financing statements in the proper filing
 office in the appropriate jurisdiction under the applicable law in order to
 perfect the security interest Granted hereunder in the Receivables, which financing
 statements will contain a statement to the following effect “A purchase of or
 security interest in any collateral described in this financing statement
 will violate the rights of the Secured Party”;


	
 

	
 


	
 

	
          (viii)
 other than its Granting hereunder, the Issuer has not Granted such
 Collateral, the Issuer has not authorized the filing of and is not aware of
 any financing statements against the Issuer that include a description of
 such Collateral other than the financing statement in favor of the Indenture
 Trustee, and the Issuer is not aware of any judgment or tax lien filing
 against it;


	
 

	
 


	
 

	
          (ix)
 the Issuer has not communicated an authoritative copy of any electronic
 chattel paper that constitutes or evidences the Receivables to any Person
 other than the Servicer, as custodian; and


	
 

	
 


	
 

	
          (x)
 the information relating to such Collateral set forth in the Schedule of
 Receivables (attached hereto as Schedule A) is correct.





          SECTION
3.6 Opinions as to Indenture Trust Estate. (a) On the Closing Date, the
Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, 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
authorization and filing of any financing statements and continuation
statements, as are necessary to perfect and make effective the lien and
security interest of this Indenture and reciting the details of such action, or
stating that, in the opinion of such counsel, no such action is necessary to
make such lien and security interest effective.


          (b)
On or before April 30 in each calendar year, beginning on April 30, 2009, the
Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel and subject to customary
qualifications and assumptions, (i) all


-15-






financing
statements and continuation statements have been filed that are necessary fully
to preserve and protect the interest of the Issuer and the Indenture Trustee in
the Receivables and (ii) 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 and any other
action that may be required by law as is necessary to maintain the lien and
security interest created by this Indenture and reciting the details of such
action or referring to prior Opinions of Counsel in which such details are
given or stating that in the opinion of such counsel no such action is
necessary to preserve and protect such interest or 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 shall, 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 best efforts not to permit any
action to be taken by others that would release any Person from any of such
Person’s material covenants or obligations under any instrument or agreement
included in the Indenture Trust Estate 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
expressly provided in this Indenture and the other Basic Documents.


          (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 Servicer and the Administrator to assist the Issuer in
performing its duties under this Indenture.


          (c)
The Issuer shall punctually perform and observe all of its obligations and
agreements contained in this Indenture, the other Basic Documents and in the
instruments and agreements included in the Indenture Trust Estate, including,
but not limited to, filing or causing to be filed all financing statements and
continuation statements required to be filed under the UCC by the terms of this
Indenture and the Sale and Servicing Agreement 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 Basic Document or any provision thereof other than in accordance
with the amendment provisions set forth in such Basic Document.


          (d)
If the Issuer shall have knowledge of the occurrence of an Event of Servicing
Termination under the Sale and Servicing Agreement, the Issuer shall promptly
notify the Indenture Trustee and the Rating Agencies thereof and shall specify
in such notice the action, if any, the Issuer is taking in respect of such
default. If an Event of Servicing Termination shall arise from the failure of
the Servicer to perform any of its duties or obligations under the Sale and
Servicing Agreement with respect to the Receivables, the Issuer shall take all
reasonable steps available to it to remedy such failure.


-16-






          (e)
As promptly as possible after the giving of notice of termination to the
Servicer of the Servicer’s rights and powers pursuant to Section 7.1 of
the Sale and Servicing Agreement or the Servicer’s resignation in accordance
with the terms of the Sale and Servicing Agreement, the Issuer shall appoint a
Successor Servicer meeting the requirements of the Sale and Servicing
Agreement, and such Successor Servicer shall accept its appointment by a
written assumption in a form acceptable to the Indenture Trustee. In the event
that a Successor Servicer has not been appointed at the time when the Servicer
ceases to act as Servicer, the Indenture Trustee without further action shall
automatically be appointed the Successor Servicer. If the Indenture Trustee
shall be legally unable to act as Successor Servicer, it may appoint, or
petition a court of competent jurisdiction to appoint, a Successor Servicer.
The Indenture Trustee may resign as the Servicer by giving written notice of
such resignation to the Issuer and the Depositor and in such event shall be
released from such duties and obligations, such release not to be effective
until the date a new servicer enters into a servicing agreement with the Issuer
as provided below. In each case of either the appointment of the Indenture
Trustee (or any Affiliate as provided below) as Successor Servicer, or
resignation of the Indenture Trustee as Servicer, the Indenture Trustee shall
provide to the Depositor, in writing, such information as reasonably requested
by the Depositor to comply with its reporting obligation under the Exchange Act
with respect to a successor Servicer or the resignation of the Servicer. Upon
delivery of any such notice to the Issuer, the Issuer shall obtain a new
servicer as the Successor Servicer under the Sale and Servicing Agreement. Any
Successor Servicer (other than the Indenture Trustee or any Affiliate thereof)
shall (i) be an established institution having a net worth of not less than
$100,000,000 and whose regular business shall include the servicing of
automotive receivables and whose appointment as Successor Servicer satisfies
the Rating Agency Condition, (ii) enter into a servicing agreement with the
Issuer having substantially the same provisions as the provisions of the Sale
and Servicing Agreement applicable to the Servicer and (iii) shall provide to
the Depositor, in writing, such information as reasonably requested by the
Depositor to comply with its reporting obligation under the Exchange Act with
respect to a successor Servicer. If, within thirty (30) days after the delivery
of the notice referred to above, the Issuer shall not have obtained such a new
servicer, the Indenture Trustee may appoint, or may petition a court of
competent jurisdiction to appoint, a Successor Servicer. In connection with any
such appointment, the Indenture Trustee may make such arrangements for the
compensation of such successor as it and such successor shall agree, subject to
the limitations set forth below and in the Sale and Servicing Agreement, and,
in accordance with Section 7.2 of the Sale and Servicing Agreement, the Issuer
shall enter into an agreement with such successor for the servicing of the
Receivables (such agreement to be in form and substance satisfactory to the
Indenture Trustee). Notwithstanding anything herein or in the Sale and
Servicing Agreement to the contrary, in no event shall the Indenture Trustee be
liable for any Servicing Fee or for any differential in the amount of the
Servicing Fee paid hereunder and the amount necessary to induce any Successor
Servicer to act as Successor Servicer under the Basic Documents and the
transactions set forth or provided for therein. If the Indenture Trustee shall
succeed to the Servicer’s duties as servicer of the Receivables as provided
herein, it shall do so in its individual capacity and not in its capacity as
Indenture Trustee and, accordingly, the provisions of Article VI hereof
shall be inapplicable to the Indenture Trustee in its duties as the successor
to the Servicer and the servicing of the Receivables. In case the Indenture
Trustee shall become successor to the Servicer under the Sale and Servicing
Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any
one 


-17-






of its
Affiliates; provided that the
Indenture Trustee, in its capacity as the Servicer, shall be fully liable for
the actions and omissions of such Affiliate in such capacity as Successor
Servicer.


          (f)
Upon any termination of the Servicer’s rights and powers pursuant to the Sale
and Servicing Agreement, the Issuer shall promptly notify the Indenture
Trustee. As soon as a Successor Servicer is appointed by the Issuer, the Issuer
shall notify the Indenture Trustee of such appointment, specifying in such
notice the name and address of such Successor Servicer.


          (g)
Without derogating from the absolute nature of the assignment granted to the
Indenture Trustee under this Indenture or the rights of the Indenture Trustee
hereunder, the Issuer hereby agrees that it shall not, without the prior
written consent of the Indenture Trustee or the Noteholders of Notes evidencing
not less than a majority in principal amount of the Notes Outstanding, amend,
modify, waive, supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, the terms of any
Collateral (except to the extent otherwise provided in the Sale and Servicing
Agreement or the other Basic Documents).


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


	
 

	
 


	
 

	
          (i)
 except as expressly permitted by this Indenture, the Trust Agreement or the
 Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose
 of any of the properties or assets of the Issuer, including those included in
 the Indenture Trust Estate, unless directed to do so by the Indenture
 Trustee;


	
 

	
 


	
 

	
          (ii)
 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 assert any claim against any present or
 former Noteholder by reason of the payment of the taxes levied or assessed
 upon the Trust or the Indenture Trust Estate;


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (iv)
 (A) 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, (B) permit any lien, charge,
 excise, claim, security interest, mortgage or other encumbrance (other than
 the lien of this Indenture) to be created on or extend to or otherwise arise
 upon or burden the assets of the Issuer, including those included in the
 Indenture Trust Estate, or any part thereof or any interest therein or the
 proceeds thereof (other than tax liens, mechanics’ liens and other liens that
 arise by operation of law, in each case on any of the Financed Vehicles and
 arising solely as a result of an action or omission of the related Obligor)
 or (C) permit the lien of this Indenture not to constitute a valid first
 priority (other than with respect to any such tax, mechanics’ or other lien)
 security interest in the Indenture Trust Estate.





-18-






          SECTION
3.9 Annual Statement as to Compliance. The Issuer shall deliver to the
Indenture Trustee, within 120 days after the end of each calendar year,
beginning within 120 days after the end of 2008, 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 in all material respects with all conditions and
 covenants under this Indenture throughout such year (or since the Closing
 Date, in the case of the first such Officer’s Certificate), or, if there has
 been a default in any material respect in its compliance with any such
 condition or covenant, specifying each such default known to such Authorized
 Officer and the nature and status thereof.





          SECTION
3.10 Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer
shall not consolidate or merge with or into any other Person, unless:


	
 

	
 


	
 

	
          (i)
 the Person (if other than the Issuer) formed by or surviving such
 consolidation or merger shall be a Person organized and existing under the
 laws of the United States of America or any State and shall expressly assume,
 by an indenture supplemental hereto, executed and delivered to the Indenture
 Trustee, in form satisfactory to the Indenture Trustee, the due and punctual
 payment of the principal of and interest on all Notes and the performance or
 observance of every agreement and covenant of this Indenture on the part of
 the Issuer to be performed or observed, all as provided herein;


	
 

	
 


	
 

	
          (ii)
 immediately after giving effect to such transaction, no Default or Event of
 Default shall have occurred and be continuing;


	
 

	
 


	
 

	
          (iii)
 the Rating Agency Condition shall have been satisfied with respect to such
 transaction;


	
 

	
 


	
 

	
          (iv)
 the Issuer shall have received an Opinion of Counsel (and shall have
 delivered copies thereof to the Indenture Trustee) to the effect that such
 transaction will not have any material adverse federal income tax consequence
 to the Issuer, any Noteholder or any Certificateholder;


	
 

	
 


	
 

	
          (v)
 any action that is necessary to maintain the lien and security interest
 created by this Indenture shall have been taken; and


	
 

	
 


	
 

	
          (vi)
 the Issuer shall have delivered to the Indenture Trustee an Officer’s
 Certificate and an Opinion of Counsel each stating that such consolidation or
 merger and such supplemental indenture comply with this Article III
 and that all conditions precedent herein provided for relating to such transaction
 have been complied with (including any filing required by the Exchange Act).





-19-






          (b)
Other than as specifically contemplated by the Basic Documents, the Issuer
shall not convey or transfer any of its properties or assets, including those
included in the Indenture Trust Estate, to any Person, unless:


	
 

	
 


	
 

	
          (i)
 the Person that acquires by conveyance or transfer the properties and assets
 of the Issuer the conveyance or transfer of which is hereby restricted shall
 (A) be a United States citizen or a Person organized and existing under the
 laws of the United States of America or any State, (B) expressly assumes, by
 an indenture supplemental hereto, executed and delivered to the Indenture
 Trustee, in form satisfactory to the Indenture Trustee, the due and punctual
 payment of the principal of and interest on all Notes and the performance or
 observance of every agreement and covenant of this Indenture on the part of
 the Issuer to be performed or observed, all as provided herein, (C) expressly
 agrees by means of such supplemental indenture that all right, title and
 interest so conveyed or transferred shall be subject and subordinate to the
 rights of Noteholders, (D) unless otherwise provided in such supplemental
 indenture, expressly agrees to indemnify, defend and hold harmless the Issuer
 against and from any loss, liability or expense arising under or related to
 this Indenture and the Notes, and (E) expressly agrees by means of such
 supplemental indenture that such Person (or if a group of Persons, then one
 specified Person) shall make all filings, if any, with the Commission (and
 any other appropriate Person) required by the Exchange Act in connection with
 the Notes;


	
 

	
 


	
 

	
          (ii)
 immediately after giving effect to such transaction, no Default or Event of
 Default shall have occurred and be continuing;


	
 

	
 


	
 

	
          (iii)
 the Rating Agency Condition shall have been satisfied with respect to such
 transaction;


	
 

	
 


	
 

	
          (iv)
 the Issuer shall have received an Opinion of Counsel (and shall have
 delivered copies thereof to the Indenture Trustee) to the effect that such
 transaction will not have any material adverse federal income tax consequence
 to the Issuer, any Noteholder or any Certificateholder;


	
 

	
 


	
 

	
          (v)
 any action that is necessary to maintain the lien and security interest
 created by this Indenture shall have been taken; and


	
 

	
 


	
 

	
          (vi)
 the Issuer shall have delivered to the Indenture Trustee an Officer’s
 Certificate and an Opinion of Counsel each stating that such conveyance or
 transfer and such supplemental indenture comply with this Article III
 and that all conditions precedent herein provided for relating to such
 transaction have been complied with (including any filing required by the
 Exchange Act).





          SECTION
3.11 Successor or Transferee. (a) Upon any consolidation or merger of
the Issuer in accordance with Section 3.10(a), the Person formed by or
surviving such consolidation or merger (if other than the Issuer) shall succeed
to, and be substituted for, and may exercise every right and power of, the
Issuer under this Indenture with the same effect as if such Person had been
named as the Issuer herein.


-20-







          (b)
Upon a conveyance or transfer of all the assets and properties of the Issuer
pursuant to Section 3.10(b), the Issuer shall be released from every
covenant and agreement of this Indenture to be observed or performed on the
part of the Issuer with respect to the Notes immediately upon the delivery of
written notice to the Indenture Trustee stating that the Issuer is to be so
released.


          SECTION
3.12 No Other Business. The Issuer shall not engage in any business
other than financing, acquiring, owning and pledging the Receivables in the
manner contemplated by this Indenture and the Basic Documents and activities
incidental thereto.


          SECTION
3.13 No Borrowing. The Issuer shall not issue, incur, assume, guarantee
or otherwise become liable, directly or indirectly, for any indebtedness except
for the Notes and the Certificates.


          SECTION
3.14 Servicer’s Obligations. The Issuer shall cause the Servicer to
comply with the Sale and Servicing Agreement, including Sections 3.9, 3.10,
3.11, 3.12, 3.13 and 4.9 and Article VI
thereof.


          SECTION
3.15 Guarantees, Loans, Advances and Other Liabilities. Except as
contemplated by this Indenture and the other Basic Documents, the Issuer shall
not make any loan or advance or credit to, or 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, or 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.


          SECTION
3.16 Capital Expenditures. The Issuer shall not make any expenditure (by
long-term or operating lease or otherwise) for capital assets (either realty or
personalty).


          SECTION
3.17 Further Instruments and Acts. Upon request of the Indenture
Trustee, the Issuer shall 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
3.18 Restricted Payments. The Issuer shall not, directly or indirectly,
(i) 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, (ii) redeem, purchase, retire or otherwise
acquire for value any such ownership or equity interest or security or (iii)
set aside or otherwise segregate any amounts for any such purpose; provided, however,
that the Issuer may make, or cause to be made, (x) payments to the Servicer,
the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders
and the Certificateholders as contemplated by, and to the extent funds are
available for such purpose under, this Indenture and the other Basic Documents
and (y) payments to the Indenture Trustee pursuant to Section 2(a)(ii)
of the Administration Agreement. The Issuer shall not, directly or indirectly,
make payments to or distributions from


-21-






the Collection
Account or the Principal Distribution Account except in accordance with this
Indenture and the other Basic Documents.


          SECTION
3.19 Notice of Events of Default. The Issuer shall give the Indenture
Trustee and the Rating Agencies prompt written notice of each Event of Default
hereunder and of each default on the part of any party to the Sale and
Servicing Agreement with respect to any of the provisions thereof.


          SECTION
3.20 Removal of Administrator. For so long as any Notes are Outstanding,
the Issuer shall not remove the Administrator without cause unless the Rating
Agency Condition shall have been satisfied in connection therewith.


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 (i) rights of
registration of transfer and exchange, (ii) substitution of mutilated, destroyed,
lost or stolen Notes, (iii) rights of Noteholders to receive payments of
principal thereof and interest thereon, (iv) Sections 3.3, 3.4,
3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights
and immunities of the Indenture Trustee hereunder (including the rights of the
Indenture Trustee under Section 6.7) and the obligations of the
Indenture Trustee under Section 4.3, and (vi) 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) either:


	
 

	
 


	
 

	
          (1)
  all Notes theretofore authenticated and delivered (other than (i) Notes that
  have been destroyed, lost or stolen and that have been replaced or paid as
  provided in Section 2.6 and (ii) Notes for whose 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; or


	
 

	
 


	
 

	
          (2)
  all Notes not theretofore delivered to the Indenture Trustee for cancellation
  have become due and payable and the Issuer has irrevocably deposited or
  caused to be irrevocably deposited with the Indenture Trustee cash or direct
  obligations of or obligations guaranteed by the United States of America
  (which will mature prior to the date such amounts are payable), in trust for
  such purpose, in an amount sufficient without reinvestment to pay and
  discharge the entire indebtedness on such Notes not theretofore delivered to
  the Indenture Trustee for cancellation when due to the applicable Final
  Scheduled Payment Date or Prepayment Date (if Notes shall have been called
  for prepayment pursuant to Section





-22-






	
 

	
 


	
 

	
          10.1),
  as the case may be, and all fees and other amounts due and payable to the
  Indenture Trustee;


	
 

	
 


	
 

	
          (B)
  the Issuer has paid or caused to be paid all other sums payable hereunder and
  under any of the other Basic Documents by the Issuer;


	
 

	
 


	
 

	
          (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)
  an Independent 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


	
 

	
 


	
 

	
          (D)
  unless the Notes have been prepaid in accordance with Section 10.1,
  the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to
  the effect that the satisfaction and discharge of the Notes pursuant to this Section
  4.1 will not cause any Noteholder to be treated as having sold or
  exchanged any of its Notes for purposes of Section 1001 of the Code.





          Upon
the satisfaction and discharge of the Indenture pursuant to this Section 4.1,
at the request of the Owner Trustee, the Indenture Trustee shall deliver to the
Owner Trustee a certificate of a Trustee Officer stating that all Noteholders
have been paid in full and stating whether, to the best knowledge of such
Trustee Officer, any claims remain against the Issuer in respect of the
Indenture and the Notes.


          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 and this Indenture, to the payment,
either directly or through any Note Paying Agent, as the Indenture Trustee may
determine, to the Noteholders of the particular Notes for the payment or
redemption of which such monies have been deposited with the Indenture Trustee,
of all sums due and to become due thereon for principal and interest, but such
monies need not be segregated from other funds except to the extent required
herein or in the Sale and Servicing Agreement or required by law. 


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


ARTICLE V


REMEDIES


          SECTION
5.1 Events of Default. “Event of Default,” wherever used herein,
means the occurrence of any one of the following events (whatever the reason
for such Event of Default


-23-






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):


	
 

	
 


	
 

	
          (i)
  default in the payment of any interest on any Class A Note or, if the Class A
  Notes are no longer Outstanding, any Class B Note when the same becomes due
  and payable on a Payment Date, and such default shall continue for a period
  of five (5) days or more; or


	
 

	
 


	
 

	
          (ii)
  default in the payment of the principal of or any installment of the
  principal of any Note when the same becomes due and payable; or


	
 

	
 


	
 

	
          (iii)
  default in the observance or performance of any covenant or agreement of the
  Issuer made in this Indenture (other than a covenant or agreement, a default
  in the observance or performance of which is elsewhere in this Section 5.1
  specifically dealt with) that materially and adversely affects the
  Noteholders and such default shall continue for a period of sixty (60) days,
  after there shall have been given, by registered or certified mail, to the
  Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by
  the holders of Notes evidencing not less than 25% of the principal amount of
  the Controlling Class, a written notice specifying such default and requiring
  it to be remedied and stating that such notice is a “Notice of Default”
  hereunder; or


	
 

	
 


	
 

	
          (iv)
  the filing of a decree or order for relief by a court having jurisdiction in
  the premises in respect of the Issuer or any substantial part of the
  Indenture Trust Estate in an involuntary case under any applicable federal or
  State bankruptcy, insolvency or other similar law now or hereafter in effect,
  or appointing a receiver, liquidator, assignee, custodian, trustee,
  sequestrator or similar official of the Issuer or for any substantial part of
  the Indenture Trust Estate, or ordering the winding-up or liquidation of the
  Issuer’s affairs, and such decree or order shall remain unstayed and in
  effect for a period of sixty (60) consecutive days; or


	
 

	
 


	
 

	
          (v)
  the commencement by the Issuer of a voluntary case under any applicable federal
  or State bankruptcy, insolvency or other similar law now or hereafter in
  effect, or the consent by the Issuer to the entry of an order for relief in
  an involuntary case under any such law, or the consent by the Issuer to the
  appointment or taking possession by a receiver, liquidator, assignee,
  custodian, trustee, sequestrator or similar official of the Issuer or for any
  substantial part of the Indenture Trust Estate, or the making by the Issuer
  of any general assignment for the benefit of creditors, or the failure by the
  Issuer generally to pay its debts as such debts become due, or the taking of
  any action by the Issuer in furtherance of any of the foregoing.





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


-24-






          SECTION
5.2 Acceleration of Maturity; Rescission and Annulment. (a) If an Event
of Default should occur and be continuing, then and in every such case the
Indenture Trustee or the holders of Notes evidencing not less than a majority
of the principal amount 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 principal amount of such Notes, together with accrued and unpaid
interest thereon through the date of acceleration, shall become immediately due
and payable.


          (b)
At any time after a declaration of acceleration of maturity has been made and
before a judgment or decree for payment of the amount due has been obtained by
the Indenture Trustee as hereinafter provided in this Article V, the
holders of Notes evidencing not less than a majority of the principal amount 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, indemnities 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.


          SECTION
5.3 Collection of Indebtedness and Suits for Enforcement by Indenture
Trustee. (a) The Issuer covenants that if (i) there is an Event of Default
relating to the nonpayment of any interest on any Note when the same becomes
due and payable, and such Event of Default continues for a period of five (5)
days, or (ii) there is an Event of Default relating to the nonpayment in the
payment of the principal of or any installment of the principal of any Note
when the same becomes due and payable, the Issuer shall, upon demand of the
Indenture Trustee, pay to the Indenture Trustee, for the benefit of the
Noteholders, 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 Note Interest Rate borne by the
Notes 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,
attorneys and counsel.


          (b)
In case the Issuer shall fail forthwith to pay such amounts 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


-25-






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 occurs and is continuing, the Indenture Trustee, as more
particularly provided in Section 5.4, in its discretion, may 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
Indenture Trust Estate, Proceedings under Title 11 of the United States 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 5.3, shall be entitled and empowered, by
intervention in such Proceedings or otherwise:


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (ii)
  unless prohibited by applicable law and regulations, to vote on behalf of the
  Noteholders 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 pay 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





-26-






	
 

	
 


	
 

	
such
  Proceeding is hereby authorized by each of such Noteholders 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 or bad faith, and any other amounts due the Indenture Trustee
  pursuant to 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 Noteholder 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, attorneys and counsel, shall be
for the ratable benefit of the Noteholders in respect of which such judgment
has been recovered.


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


          SECTION
5.4 Remedies; Priorities. (a) If an Event of Default shall have occurred
and be continuing, the Indenture Trustee may, or at the direction of
Noteholders of Notes evidencing not less than a majority of the principal
amount of the Controlling Class shall, do one or more of the following (subject
to Section 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 Indenture Trust Estate;


	
 

	
 


	
 

	
          (iii)
  exercise any 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





-27-






	
 

	
 

	
 

	
 


	
 

	
          (iv)
  sell the Indenture Trust Estate 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, the Indenture Trustee
  may not sell or otherwise liquidate the Indenture Trust Estate unless:


	
 

	
 

	
 

	
 


	
 

	
 

	
          (A)
  the holders of Notes evidencing 100% of the principal amount of the Notes
  (excluding Notes held by the Seller, the Servicer or any of their Affiliates)
  consent thereto; or


	
 

	
 

	
 

	
 


	
 

	
 

	
          (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)
  if the Event of Default is of the type described in Section 5.1(i) or
  (ii):


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
          (1)
  the Indenture Trustee determines (but shall have no obligation to make such
  determination) that the Indenture Trust Estate will not continue to provide
  sufficient funds for the payment of principal of and interest on the Notes as
  they would have become due if the Notes had not been declared due and
  payable; and


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
          (2)
  the Indenture Trustee obtains the consent of holders of Notes evidencing not
  less than 66 2/3% of the principal amount of the Controlling Class; or


	
 

	
 

	
 

	
 


	
 

	
 

	
          (D)
  with respect to an Event of Default described in Section 5.1(iii):


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
          (1)
  the holders of all Outstanding Notes consent thereto; or


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
          (2)
  the proceeds of such sale or liquidation are sufficient to pay in full the
  principal of and accrued interest on the Outstanding Notes.





          In
determining such sufficiency or insufficiency with respect to clauses (C)(1)
and (D)(2) above, 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 Indenture Trust Estate
for such purpose.


          (b)
Notwithstanding the provisions of Section 8.2 of this Indenture or Section
4.6 of the Sale and Servicing Agreement, if the Indenture Trustee collects
any money or property (and other amounts including amounts held on deposit in
the Reserve Account) pursuant to this Article V, it shall pay out the
money or property in the following order of priority:


	
 

	
 


	
 

	
          (i)
  first, to the Indenture Trustee
  and the Owner Trustee for all amounts due for fees, expenses and
  indemnification under Section 6.7 of this Indenture and Article VII
  of the Trust Agreement, respectively, and not previously paid;


	
 

	
 


	
 

	
          (ii)
  second, to the Servicer for due
  and unpaid Servicing Fees;





-28-






	
 

	
 

	
 


	
 

	
          (iii)
  third, if an Event of Default
  specified in Section 5.1(i), (ii), (iv) or (v)
  has occurred, in the following order of priority:


	
 

	
 

	
 


	
 

	
 

	
          (A)
  first, to the Class A Noteholders, interest due and payable on the Class A
  Notes (including interest at the applicable Note Interest Rate on any overdue
  interest, to the extent lawful), provided that
  if there are not sufficient funds available to pay the entire amount of
  interest due and payable on the Class A Notes, the amounts available shall be
  applied to the payment of such interest on the Class A Notes on a pro rata basis;


	
 

	
 

	
 


	
 

	
 

	
          (B)
  second, to the holders of the Class A-1 Notes in reduction of principal until
  the principal amount of the Class A-1 Notes has been paid in full and then to
  the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4
  Notes on a pro rata basis in
  reduction of principal until the principal amount of such Class A Notes has
  been paid in full;


	
 

	
 

	
 


	
 

	
 

	
          (C)
  third, to the holders of the Class B Notes, first, interest due and payable
  on the Class B Notes (including interest at the Class B Rate on any overdue
  interest, to the extent lawful) and second, in reduction of principal until
  the principal amount of the Class B Notes is paid in full; and


	
 

	
 

	
 


	
 

	
          (iv)
  fourth, if the only Event of
  Default that has occurred is the Event of Default specified in Section
  5.1(iii), in the following order of priority:


	
 

	
 

	
 


	
 

	
 

	
          (A)
  to the Class A Noteholders, accrued and unpaid interest on the Class A Notes
  (together with interest on overdue interest at the applicable Note Interest
  Rate, to the extent lawful) provided that
  if there are not sufficient funds available to pay the entire amount of such
  interest, the amounts available shall be applied to the payment of such
  interest on the Class A Notes on a pro
  rata basis;


	
 

	
 

	
 


	
 

	
 

	
          (B)
  to the Class A Noteholders, the First Priority Principal Payment, if any, to
  be distributed in the same manner as described under Section 8.2(d) of
  this Indenture;


	
 

	
 

	
 


	
 

	
 

	
          (C)
  to the holders of the Class B Notes, accrued and unpaid interest on the Class
  B Notes (together with interest on overdue interest at the Class B Rate, to
  the extent lawful);


	
 

	
 

	
 


	
 

	
 

	
          (D)
  to the holders of the Class A-1 Notes in reduction of principal until the
  principal amount of the Class A-1 Notes has been paid in full and then to the
  holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes
  on a pro rata basis in reduction
  of principal until the principal amount of such Class A Notes has been paid
  in full; and


	
 

	
 

	
 


	
 

	
 

	
          (E)
  to the holders of the Class B Notes in reduction of principal until the
  principal amount of the Class B Notes has been paid in full; and





-29-






	
 

	
 

	
 


	
 

	
          (v)
  fifth, to the
  Certificateholder, any money or property remaining after payment in full of
  the amounts described in clauses (i)-(iv) of this Section
  5.4(b).





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


          (c)
Upon a sale or other liquidation of the Receivables in the manner set forth in Section
5.4(a), the Indenture Trustee shall provide reasonable prior notice of such
sale or liquidation to each Noteholder and Certificateholder. A Noteholder or
Certificateholder may submit a bid with respect to such sale.


          SECTION
5.5 Optional Preservation of the Receivables. If the Notes have been
declared to be due and payable under Section 5.2 following an Event of
Default, and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may, but need not, elect to maintain possession
of the Indenture Trust Estate and apply proceeds as if there had been no
declaration of acceleration; provided,
however, that funds on deposit in
the Collection Account at the time the Indenture Trustee makes such election or
deposited therein during the Collection Period in which such election is made
(including funds, if any, deposited therein from the Reserve Account) shall be
applied in accordance with such declaration of acceleration in the manner
specified in Section 4.6(c) of the Sale and Servicing Agreement. It is
the desire 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 desire into account when determining
whether or not to maintain possession of the Indenture Trust Estate. In
determining whether to maintain possession of the Indenture Trust Estate, 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 Indenture Trust Estate for such purpose.


          SECTION
5.6 Limitation of Suits. No Noteholder 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:


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


          (b)
the holders of Notes evidencing not less than 25% of the principal amount 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 Indenture Trustee hereunder;


          (c)
such Noteholder or Noteholders have offered to the Indenture Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
complying with such request;


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


-30-






          (e)
no direction inconsistent with such written request has been given to the
Indenture Trustee during such sixty-day period by the Noteholders of Notes
evidencing not less than a majority of the principal amount of the Controlling
Class.


          It
is understood and intended that no one or more 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 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 evidencing
less than a majority of the principal amount of the Controlling Class, the
Indenture Trustee shall act at the direction of the group of Noteholders
representing the greater principal amount of the Controlling Class. If the
Indenture Trustee receives conflicting or inconsistent requests and indemnity
from two or more groups of Noteholders representing an equal principal amount
of the Notes, the Indenture Trustee in its sole discretion may determine what
action, if any, shall be taken, notwithstanding any other provisions of this
Indenture.


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


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


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


-31-






Default or
Event of Default or any 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 Controlling Class. The Noteholders of Notes evidencing
not less than a majority of the principal amount of the Controlling Class
Outstanding shall have the right, subject to Section 6.2(f), 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 exercising 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 Section 5.4, any direction to the
Indenture Trustee to sell or liquidate the Indenture Trust Estate shall be by
holders of Notes evidencing not less than 100% of the principal amount of the
Notes Outstanding;


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


          (d)
the Indenture Trustee may take any other action deemed proper by the Indenture
Trustee that is not inconsistent with such direction.


Notwithstanding
the rights of Noteholders set forth in this Section 5.11, subject to Section
6.1, the Indenture Trustee need not take any action that it determines
might involve it in costs or expenses for which it would not be adequately
indemnified or 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 evidencing not less than a majority of the principal
amount of the Controlling Class Outstanding may waive any past Default or Event
of Default and its consequences except a Default (a) in the payment of
principal of or interest on any of the Notes or (b) in respect of a covenant or
provision hereof that cannot be amended, supplemented or modified without the
consent of each Noteholder. 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 impair any right consequent thereto.


          Upon
any such waiver, such 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 subsequent or other
Default or Event of Default or impair any right consequent thereto.


-32-







          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
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 5.13 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
principal amount of the Notes Outstanding, or in the case of a right or remedy
under this Indenture which is instituted by the Controlling Class, more than
10% of the Controlling Class Outstanding 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.


          SECTION
5.14 Waiver of Stay or Extension Laws. The Issuer covenants (to the
extent that it may lawfully do so) that it shall 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 shall not
hinder, delay or impede the execution of any power herein granted to the
Indenture Trustee, but will suffer and permit the execution of every such power
as though no such law had been enacted.


          SECTION
5.15 Action on Notes. The Indenture Trustee’s right to seek and recover
judgment on the Notes or under this Indenture shall not be affected by the seeking,
obtaining or application of any other relief under or with respect to this
Indenture. Neither the lien of this Indenture nor any rights or remedies of the
Indenture Trustee or the Noteholders shall be impaired by the recovery of any
judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Indenture 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).


          SECTION
5.16 Performance and Enforcement of Certain Obligations. (a) Promptly
following a request from the Indenture Trustee to do so, and at the
Administrator’s expense, the Issuer shall take all such lawful action as the
Indenture Trustee may request to compel or secure the performance and
observance by the Seller, the Depositor and the Servicer, as applicable, of
each of their obligations to the Issuer under or in connection with the Sale
and Servicing Agreement, or the performance and observance by the Seller of
each of its obligations to the Depositor under or in connection with the
Receivables Purchase Agreement, 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 or the Receivables Purchase Agreement 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 Depositor or
the Servicer thereunder and the institution of legal or administrative actions
or proceedings to compel or secure performance by


-33-






the Seller,
the Depositor or the Servicer of each of their obligations under the
Receivables Purchase Agreement and the Sale and Servicing 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 or by telephone,
confirmed in writing promptly thereafter) of the Noteholders of Notes
evidencing not less than a majority of the principal amount of the Controlling
Class shall, exercise all rights, remedies, powers, privileges and claims of
the Issuer against the Seller, the Depositor or the Servicer under or in
connection with the Receivables Purchase Agreement and the Sale and Servicing
Agreement, including the right or power to take any action to compel or secure
performance or observance by the Seller, the Depositor or the Servicer, as the
case may be, of each of their obligations to the Issuer thereunder and to give
any consent, request, notice, direction, approval, extension, or waiver under
the Receivables Purchase Agreement and the Sale and Servicing Agreement and any
right of the Issuer to take such action shall be suspended.


ARTICLE VI


THE INDENTURE TRUSTEE


          SECTION
6.1 Duties of 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 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 the continuance of an Event of Default:


	
 

	
 


	
 

	
          (i)
  the Indenture Trustee undertakes to perform such duties and only such duties
  as are specifically set forth in this Indenture and no implied covenants or
  obligations shall be read into this Indenture or the other Basic 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, if required by the terms of this Indenture or the
  other Basic Documents, conforming to the requirements of this Indenture; provided, however, that the Indenture
Trustee shall examine the
  certificates and opinions to determine whether or not they conform to the
  requirements of this Indenture.





          (c)
The Indenture Trustee may 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 Trustee Officer unless it is proved that the Indenture
  Trustee was negligent in ascertaining the pertinent facts;





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


	
 

	
 


	
 

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





          (d)
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.


          (e)
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.


          (f)
No provision of this Indenture 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 in the exercise of any of its rights or powers,
if it shall have reasonable grounds to believe that repayment of such funds or
adequate indemnity 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.


          (g)
Every provision of this Indenture 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 6.1 and to the provisions of the TIA.


          (h)
The Indenture Trustee shall not be charged with knowledge of any Event of
Default unless either (i) a Trustee Officer shall have actual knowledge of such
Event of Default or (ii) written notice of such Event of Default shall have
been given to the Indenture Trustee in accordance with the provisions of this
Indenture.


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          SECTION
6.2 Rights of Indenture Trustee. (a) The Indenture Trustee may rely and
shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, 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 facts or matters stated in any
such document.


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


          (c)
The Indenture Trustee may execute any of the trusts or powers hereunder or
under the Basic Documents or perform any duties hereunder or thereunder 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 such agent, attorney, custodian
or nominee appointed with due care by it hereunder.


          (d)
The Indenture Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers; provided, however, that such action or omission by
the Indenture Trustee 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 and the Notes
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 hereunder or in relation hereto 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 against the reasonable costs, expenses, disbursements, advances and
liabilities which might be incurred by it, its agents and its counsel in
compliance with such request or direction.


          (g)
Any request or direction of the Issuer mentioned herein shall be sufficiently
evidenced by an Issuer Request.


          (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.


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          SECTION
6.3 Individual Rights of Indenture Trustee. The Indenture Trustee, in
its individual or any other capacity, may become the owner or pledgee of Notes
and may otherwise deal with the Issuer or its Affiliates with the same rights
it would have if it were not Indenture Trustee. Any Note Paying Agent, Note
Registrar, co-registrar or co-paying agent hereunder may do the same with like
rights.


          SECTION
6.4 Indenture Trustee’s Disclaimer. The Indenture Trustee (i) shall not
be responsible for, and makes no representation as to, the validity or adequacy
of this Indenture, the Notes or any other Basic Document and (ii) shall not be
accountable for the Issuer’s use of the proceeds from the Notes, or responsible
for any statement or omission of the Issuer in this Indenture or any other
Basic Document or in any document issued in connection with the sale of the
Notes or in the Notes (all of which shall be taken as statements of the Issuer)
other than the Indenture Trustee’s certificate of authentication.


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


          SECTION
6.6 Reports by Indenture Trustee to Noteholders. Upon delivery to the
Indenture Trustee by the Servicer of such information prepared by the Servicer
pursuant to Section 3.9 of the Sale and Servicing Agreement as may be
required to enable each Noteholder to prepare its federal and State income tax
returns, the Indenture Trustee shall deliver such information to the
Noteholders by mail, e-mail, courier, fax, or the Indenture Trustee’s website
at www.bnyinvestorreporting.com.


          SECTION
6.7 Compensation and Indemnity. (a) The Issuer shall cause the
Administrator to pay to the Indenture Trustee from time to time reasonable
compensation for its services. The Indenture Trustee’s compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Issuer shall cause the Administrator to reimburse the Indenture Trustee for all
reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and
advances of the Indenture Trustee’s agents, counsel, accountants and experts.
The Issuer shall cause the Administrator to indemnify the Indenture Trustee,
its directors, officers and agents for, and to hold it harmless against, any
and all loss, liability or expense (including attorneys’ fees and
disbursements) incurred by it in connection with the administration of this
trust and the performance of its duties hereunder, including 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 shall notify the Issuer and the Administrator promptly of any
claim for which it may seek indemnity. Failure by the Indenture Trustee to so
notify the Issuer and the Administrator shall not relieve the Issuer or the
Administrator of its obligations hereunder. The Issuer shall cause the
Administrator to defend any such claim, and the Indenture Trustee may have
separate counsel and the Issuer shall cause the Administrator to pay the fees


-37-






and expenses
of such counsel. Neither the Issuer nor the Administrator need reimburse any
expense or indemnity against any loss, liability or expense incurred by the
Indenture Trustee through the Indenture Trustee’s own willful misconduct,
negligence or bad faith.


          (b)
The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section
6.7 shall survive the resignation or removal of the Indenture Trustee and
the discharge of this Indenture. When the Indenture Trustee incurs expenses
after the occurrence of a Default specified in Section 5.1(iv) or (v)
with respect to the Issuer, the expenses are intended to constitute expenses of
administration under Title 11 of the United States Code or any other applicable
federal or State bankruptcy, insolvency or similar law.


          SECTION
6.8 Replacement of Indenture Trustee. (a) No resignation or removal of
the Indenture Trustee, and no appointment of a successor Indenture Trustee,
shall become effective until the acceptance of appointment by the successor
Indenture Trustee pursuant to this Section 6.8 and payment in full of
all sums due to the Indenture Trustee pursuant to Section 6.7. The
Indenture Trustee may resign at any time by so notifying the Issuer and the
Depositor, and will provide all information reasonably requested by the
Depositor in order to comply with its reporting obligation under Item 6.02 of
Form 8-K with respect to the resignation of the Indenture Trustee. The holders
of Notes evidencing not less than a majority in principal amount of the
Controlling Class may remove the Indenture Trustee without cause by so
notifying the Indenture Trustee, the Issuer and the Depositor and may appoint a
successor Indenture Trustee. The Administrator shall remove the Indenture
Trustee if:


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





The Depositor
may remove the Indenture Trustee if the Indenture Trustee fails to comply with Section
3.7(e), Section 6.8 or Section 6.9 of the Indenture with
respect to notice to or providing information to the Depositor, or with Article
X of the Sale and Servicing Agreement, in each case if such failure
continues for the lesser of 10 days or such period in which the applicable
Exchange Act Report can be filed timely (without taking into account any
extensions). If the Indenture Trustee resigns or is removed or if a vacancy
exists in the office of Indenture Trustee for any reason (the Indenture Trustee
in such event being referred to herein as the retiring Indenture Trustee), the
Administrator shall promptly appoint a successor Indenture Trustee and notify
the Depositor such appointment.


          (b)
Any successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer and shall also
provide all information reasonably requested by the Depositor in order to
comply with its reporting obligation under the Exchange Act with respect to the
replacement Indenture Trustee. Thereupon, if all sums due the retiring
Indenture Trustee pursuant to Section 6.7 have been paid in full, the
resignation or removal of the retiring Indenture Trustee shall become
effective, and


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the successor
Indenture Trustee shall have all the rights, powers and duties of the Indenture
Trustee under this Indenture. The successor Indenture Trustee shall mail a
notice of its succession to Noteholders. If all sums due the retiring Indenture
Trustee pursuant to Section 6.7 have been paid in full, the retiring
Indenture Trustee shall promptly transfer all property held by it as Indenture
Trustee to the successor Indenture Trustee.


          (c)
If a successor Indenture Trustee does not take office within sixty (60) days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the holders of Notes evidencing not less than
a majority in principal amount of the Controlling Class may petition any court
of competent jurisdiction for the appointment of a successor Indenture Trustee.
If the Indenture Trustee fails to comply with Section 6.11, any
Noteholder who has been a bona fide Noteholder for at least six (6) months may
petition any court of competent jurisdiction for the removal of the Indenture
Trustee and the appointment of a successor Indenture Trustee.


          (d)
Notwithstanding the replacement of the Indenture Trustee pursuant to this Section
6.8, the obligations of the Issuer and the Administrator under Section
6.7 shall continue for the benefit of the retiring Indenture Trustee.


          SECTION
6.9 Successor Indenture Trustee by Merger. (a) 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 or banking
association 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 the Rating Agencies and the Depositor with
written notice of any such transaction and shall provide the Depositor with
written notice of such event no later than one (1) Business Day after the
effective date of such merger, together with the information reasonably
requested by the Depositor in order to comply with its reporting obligation under
the Exchange Act with respect to a successor Indenture Trustee.


          (b)
In case at the time such successor or successors by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such
Notes so authenticated; and in case at that time any of the Notes shall not
have been authenticated, any successor to the Indenture Trustee may
authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Indenture Trustee. In all such cases such
certificates shall have the full force which it is provided anywhere in the
Notes or in this Indenture that the certificate of the Indenture Trustee shall
have.


          SECTION
6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee.
(a) Notwithstanding any other provisions of this Indenture, at any time, for
the purpose of meeting any legal requirement of any jurisdiction in which any
part of the Indenture Trust Estate may at the time be located, the Indenture
Trustee shall have the power and may execute and deliver an instrument 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, and to vest in
such Person or


-39-






Persons, in
such capacity and for the benefit of the Noteholders, such title to the
Indenture Trust Estate, or any part hereof, and, subject to the other
provisions of this Section 6.10, such powers, duties, obligations,
rights and trusts as the Indenture Trustee 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 understood that such separate trustee or co-trustee shall
  not be 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 Indenture Trust Estate 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 trustee hereunder shall be personally liable by reason of any act or
  omission of any other trustee hereunder; and


	
 

	
 


	
 

	
          (iii)
  the Indenture Trustee may at any time accept the resignation of or 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 then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Indenture and
the conditions of this Article VI. Each separate trustee and co-trustee,
upon its acceptance of the trusts conferred, shall be vested with the estates
or property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be filed with
the Indenture Trustee.


          (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.


-40-






          SECTION
6.11 Eligibility; Disqualification. (a) The Indenture Trustee shall at
all times satisfy the requirements of TIA Section 310(a). The Indenture Trustee
or its parent 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 by each of the Rating Agencies
or shall otherwise be acceptable to each of the Rating Agencies. The Indenture
Trustee shall comply with TIA Section 310(b).


          (b)
Within 90 days after ascertaining the occurrence of an Event of Default which
shall not have been cured or waived, unless authorized by the Commission, the
Indenture Trustee shall resign with respect to the Class A Notes and the Class
B Notes in accordance with Section 6.8 of this Indenture, and the Issuer
shall appoint a successor Indenture Trustee for each of such Classes, as
applicable, so that there will be separate Indenture Trustees for the Class A
Notes and the Class B Notes. In the event the Indenture Trustee fails to comply
with the terms of the preceding sentence, the Indenture Trustee shall comply
with clauses (ii) and (iii) of TIA Section 310(b).


          (c)
In the case of the appointment hereunder of a successor Indenture Trustee with
respect to any Class of Notes pursuant to this Section 6.11, the Issuer, the
retiring Indenture Trustee and the successor Indenture Trustee with respect to
such Class of Notes shall execute and deliver an indenture supplemental hereto wherein
each successor Indenture Trustee shall accept such appointment and which (i)
shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, the successor Indenture Trustee all the rights,
powers, trusts and duties of the retiring Indenture Trustee with respect to the
Notes of the Class to which the appointment of such successor Indenture Trustee
relates, (ii) if the retiring Indenture Trustee is not retiring with respect to
all Classes of Notes, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Indenture Trustee with respect to the Notes of each
Class as to which the retiring Indenture Trustee is not retiring shall continue
to be vested in the Indenture Trustee and (iii) shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Indenture Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Indenture Trustees co-trustees of
the same trust and that each such Indenture Trustee shall be a trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Indenture Trustee; and upon the removal of the
retiring Indenture Trustee shall become effective to the extent provided
herein. 


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


ARTICLE VII


NOTEHOLDERS’ LISTS AND REPORTS


          SECTION
7.1 Issuer to Furnish 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


-41-






(5) 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 thirty (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 (10) days prior to
the time such list is furnished; provided,
however, that (i) so long as the
Indenture Trustee is the Note Registrar, no such list shall be required to be
furnished and (ii) no such list shall be required to be furnished with respect
to Noteholders of Book-Entry Notes.


          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 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.


          (b)
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 holders of Notes evidencing not less than 25% of
the Notes Outstanding 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 the Note Registrar shall have the
protection of TIA Section 312(c).


          SECTION
7.3 Reports by Issuer. (a) The Issuer shall:


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (ii)
  file with the Indenture Trustee and the Commission in accordance with the
  rules and regulations prescribed from time to time by the Commission such
  additional 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 the Indenture Trustee shall transmit by
  mail to all Noteholders described in TIA Section 313(c)) such summaries of
  any information, documents and reports required to be filed by the Issuer
  pursuant to clauses (i) and (ii) of this Section 7.3(a)
  and by rules and regulations prescribed from time to time by the Commission.





-42-






          (b)
Unless the Issuer otherwise determines, the fiscal year of the Issuer shall
correspond to the calendar year.


          SECTION
7.4 Reports by Indenture Trustee. (a) If required by TIA Section 313(a),
within sixty (60) days after each July 15, beginning with July 15, 2009, 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).


          (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 Indenture Trust Estate, the Indenture Trustee may take such action
as may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate Proceedings. Any such action shall
be without prejudice to any right to claim a Default or Event of Default under
this Indenture and any right to proceed thereafter as provided in Article V.


          SECTION
8.2 Trust Accounts. (a) On or prior to the Closing Date, the Issuer
shall cause the Servicer to establish and maintain the Trust Accounts as
provided in Sections 4.1 and 4.7 of the Sale and Servicing
Agreement.


          (b)
On or before each Payment Date, the Servicer shall deposit all Available
Collections with respect to the Collection Period preceding such Payment Date
in the Collection Account as provided in Sections 4.2, 4.3, 4.4
and 4.5 of 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 4.5 of the Sale
and Servicing Agreement shall be withdrawn by the Indenture Trustee (based on
the information contained in the Servicer’s Certificate delivered on or before
the related Determination Date pursuant to Section 3.9 of the Sale and
Servicing Agreement) from the Reserve Account and deposited to the Collection
Account.


          (c)
On each Payment Date, the Indenture Trustee (based on the information contained
in the Servicer’s Certificate delivered on or before the related Determination
Date pursuant to


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Section 3.9 of the Sale and Servicing
Agreement) shall make the following withdrawals from the Collection Account and
make deposits, distributions and payments, to the extent of Available Funds for
such Payment Date (including funds, if any, deposited in the Collection Account
from the Reserve Account pursuant to Section 4.5(b) of the Sale and
Servicing Agreement), in the following order of priority:


	
 

	
 


	
 

	
          (i)
  first, to the Servicer, the
  Servicing Fee and all unpaid Servicing Fees from prior Collection Periods;


	
 

	
 


	
 

	
          (ii)
  second, to the Class A
  Noteholders, the Accrued Class A Note Interest for such Payment Date; provided that if there are not
  sufficient funds available to pay the entire amount of the Accrued Class A
  Note Interest, the amounts available shall be applied to the payment of such
  interest on the Class A Notes on a pro
  rata basis;


	
 

	
 


	
 

	
          (iii)
  third, to the Class A
  Noteholders, the First Priority Principal Payment, if any, for such Payment
  Date to be distributed in the same priority as described under Section
  8.2(d) of this Indenture;


	
 

	
 


	
 

	
          (iv)
  fourth, to the Class B
  Noteholders, the Accrued Class B Note Interest for such Payment Date;


	
 

	
 


	
 

	
          (v)
  fifth, to the Principal
  Distribution Account, the Regular Principal Distribution Amount (less any
  amounts distributed under clause (iii) above) for such Payment Date;


	
 

	
 


	
 

	
          (vi)
  sixth, if such Payment Date is
  a Final Scheduled Payment Date for any Class, to the Principal Distribution
  Account, the amount necessary to reduce the remaining principal amount of
  such Class to zero after giving effect to the amount, if any, to be applied
  on such Payment Date to such Class from funds deposited pursuant to clauses
  (iii) and (v) above;


	
 

	
 


	
 

	
          (vii)
  seventh, to the Reserve
  Account, the amount, if any, required to reinstate the amount in the Reserve
  Account up to the Specified Reserve Balance for such Payment Date;


	
 

	
 


	
 

	
          (viii)
  eighth, to the Indenture
  Trustee and the Owner Trustee, all amounts due for fees, expenses and
  indemnification pursuant to Section 6.7 of this Indenture and Section
  7.1 of the Trust Agreement, respectively, and not previously paid;


	
 

	
 


	
 

	
          (ix)
  ninth, to the Servicer, the
  legal expenses and costs, if any, payable pursuant to Sections 6.4(b)
  and (c) of the Sale and Servicing Agreement; and


	
 

	
 


	
 

	
          (x)
  tenth, to the
  Certificateholder, any remaining Available Funds for such Payment Date.





Notwithstanding
the foregoing in this Section 8.2(c),


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          (A)
  if the Notes have been accelerated after an Event of Default specified in Section
  5.1(iii), then the Indenture Trustee shall instead apply Available Funds
  in the following order of priority:


	
 

	
 

	
 


	
 

	
 

	
          (1)
  to the Indenture Trustee and the Owner Trustee, all amounts due for fees,
  expenses and indemnification under Section 6.7 of this Indenture and Section
  7.1 of the Trust Agreement, respectively, and not previously paid;


	
 

	
 

	
 


	
 

	
 

	
          (2)
  to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior
  Collection Periods;


	
 

	
 

	
 


	
 

	
 

	
          (3)
  to the Class A Noteholders, the Accrued Class A Note Interest for such
  Payment Date; provided that if
  there are not sufficient funds available to pay the entire amount of the
  Accrued Class A Note Interest, the amounts available shall be applied to the
  payment of such interest on the Class A Notes on a pro rata basis;


	
 

	
 

	
 


	
 

	
 

	
          (4)
  to the Class A Noteholders, the First Priority Principal Payment, if any, for
  such Payment Date to be distributed in the same priority as described under Section
  8.2(e) of this Indenture;


	
 

	
 

	
 


	
 

	
 

	
          (5)
  to the Class B Noteholders, the Accrued Class B Note Interest for such
  Payment Date;


	
 

	
 

	
 


	
 

	
 

	
          (6)
  first, to the holders of the Class A-1 Notes in reduction of principal until
  the principal amount of the Class A-1 Notes has been paid in full, and then,
  to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4
  Notes on a pro rata basis in
  reduction of principal until the principal amount of such Class A Notes has
  been paid in full;


	
 

	
 

	
 


	
 

	
 

	
          (7)
  to the holders of the Class B Notes in reduction of principal until the
  principal amount of the Class B Notes has been paid in full;


	
 

	
 

	
 


	
 

	
 

	
          (8)
  to the Servicer, legal expenses and costs, if any, incurred pursuant to Sections
  6.4(b) and (c); and


	
 

	
 

	
 


	
 

	
 

	
          (9)
  to the Certificateholder, any remaining Available Funds for such Payment
  Date; and


	
 

	
 

	
 


	
 

	
          (B)
  if the Notes have been accelerated after an Event of Default specified in Section
  5.1(i), (ii), (iv) or (v), then the Indenture
  Trustee shall instead apply Available Funds in the following order of
  priority:


	
 

	
 

	
 


	
 

	
 

	
          (1)
  to the Indenture Trustee and the Owner Trustee, all amounts due for fees,
  expenses and indemnification under Section 6.7 of this Indenture and Section
  7.1 of the Trust Agreement, respectively, and not previously paid;





-45-






	
 

	
 

	
 


	
 

	
 

	
          (2)
  to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior
  Collection Periods;


	
 

	
 

	
 


	
 

	
 

	
          (3)
  to the Class A Noteholders, the Accrued Class A Note Interest for such
  Payment Date; provided that if
  there are not sufficient funds available to pay the entire amount of the
  Accrued Class A Note Interest, the amounts available shall be applied to the
  payment of such interest on the Class A Notes on a pro rata basis;


	
 

	
 

	
 


	
 

	
 

	
          (4)
  first, to the holders of the Class A-1 Notes in reduction of principal until
  the principal amount of the Class A-1 Notes has been paid in full, and then,
  to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4
  Notes on a pro rata basis in
  reduction of principal until the principal amount of such Class A Notes has
  been paid in full;


	
 

	
 

	
 


	
 

	
 

	
          (5)
  to the Class B Noteholders, first, the Accrued Class B Note Interest for such
  Payment Date and second, in reduction of principal until the principal amount
  of the Class B Notes has been paid in full;


	
 

	
 

	
 


	
 

	
 

	
          (6)
  to the Servicer, legal expenses and costs incurred pursuant to Sections
  6.4(b) and (c) of the Sale and Servicing Agreement; and


	
 

	
 

	
 


	
 

	
 

	
          (7)
  to the Certificateholder, any remaining Available Funds for such Payment
  Date.


	
 

	
 

	
 


	
          (d)
  If the Notes have not been accelerated because of an Event of Default, then
  on each Payment Date, the Indenture Trustee (based on the information
  contained in the Servicer’s Certificate delivered on or before the related
  Determination Date pursuant to Section 3.9 of the Sale and Servicing
  Agreement) shall withdraw the funds deposited in the Principal Distribution
  Account on such Payment Date and make distributions and payments in the
  following order of priority:


	
 

	
 

	
 


	
 

	
          (i)
  first, to the holders of the
  Class A-1 Notes on a pro rata basis
  in reduction of principal until the principal amount of the Class A-1 Notes
  has been paid in full;


	
 

	
 

	
 


	
 

	
          (ii)
  second, to the holders of the
  Class A-2 Notes on a pro rata basis
  in reduction of principal until the principal amount of the Class A-2 Notes
  has been paid in full;


	
 

	
 

	
 


	
 

	
          (iii)
  third, to the holders of the
  Class A-3 Notes on a pro rata basis
  in reduction of principal until the principal amount of the Class A-3 Notes
  has been paid in full;


	
 

	
 

	
 


	
 

	
          (iv)
  fourth, to the holders of the
  Class A-4 Notes on a pro rata basis
  in reduction of principal until the principal amount of the Class A-4 Notes
  has been paid in full; and





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          (v)
  fifth, to the holders of the
  Class B Notes, on a pro rata basis
  in reduction of principal until the principal amount of the Class B Notes has
  been paid in full.





Any funds
remaining on deposit in the Principal Distribution Account shall be paid to the
Indenture Trustee and the Owner Trustee to the extent, if any, of amounts due
to them under the Sale and Servicing Agreement that are unpaid, then to the
Servicer any amounts payable pursuant to Sections 6.4(b) and (c)
of the Sale and Servicing Agreement and then to the Certificateholder.


          (e)
Notwithstanding the foregoing in Section 8.2(d), if the Notes have been
accelerated after an Event of Default, then the Indenture Trustee shall (based
on the information contained in the Servicer’s Certificate delivered on or
before the related Determination Date pursuant to Section 3.9 of the
Sale and Servicing Agreement) withdraw the funds deposited in the Principal
Distribution Account on each Payment Date and pay them, first, to the holders
of the Class A-1 Notes until the principal amount of the Class A-1 Notes has
been paid in full, then to the holders of the Class A-2 Notes, Class A-3 Notes
and Class A-4 Notes on a pro rata basis
in reduction of principal until the principal amount of the Class A Notes has
been paid in full and then to the holders of the Class B Notes in reduction of
principal until the principal amount of the Class B Notes has been paid in
full.


          Notwithstanding
anything to the contrary contained herein, all deposits, distributions or
payments to the Certificateholder shall be made by the Indenture Trustee to the
Person identified as the Certificateholder in the most recent Transferor
Certificate, Investment Letter or Rule 144A Letter delivered to the Indenture
Trustee pursuant to Section 3.4 of the Trust Agreement. The Indenture
Trustee shall be fully protected and shall have no liability for making any
deposits, distributions or payments in accordance with the most recent
Transferor Certificate, Investment Letter or Rule 144A Letter that has been
delivered to the Indenture Trustee.


          (f)
[Reserved.]


          SECTION
8.3 General Provisions Regarding Accounts. (a) So long as no Default or
Event of Default shall have occurred and be continuing, all or a portion of the
funds in the Collection Account and the Reserve Account shall be invested by
the Indenture Trustee at the written direction of the Servicer, in the case of
the Collection Account, and at the written direction of the holders of
Certificates evidencing not less than a majority of the Percentage Interests
evidenced by the Certificates, in the case of the Reserve Account, in Permitted
Investments as provided in Sections 4.1 and 4.7 of the Sale and
Servicing Agreement. All income or other gain (net of losses and investment
expenses) from investments of monies deposited in the Collection Account shall
be withdrawn by the Indenture Trustee from such accounts and distributed as
provided in Section 4.1 of the Sale and Servicing Agreement. Amounts in
the Reserve Account (including net income and gain) shall be applied as
provided in Section 4.7 of the Sale and Servicing Agreement. The
Servicer or the holders of the requisite Percentage Interest evidencing the
Certificates, as applicable, shall not direct the Indenture Trustee 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, in connection
with any direction to the Indenture Trustee to make any


-47-






such
investment or sale, if requested by the Indenture Trustee, the Issuer shall
deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the
Indenture Trustee, to such effect.


          (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
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) the Servicer or holders of the requisite Percentage Interests evidencing
the Certificates, as applicable, shall have failed to give investment
directions for any funds on deposit in the Collection Account or the Reserve
Account to the Indenture Trustee or (ii) to the actual knowledge of a Trustee
Officer of the Indenture Trustee, 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
such Notes shall have been declared due and payable following an Event of
Default and amounts collected or received from the Indenture 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, retain funds in the Collection Account or the Reserve Account, as
the case may be, uninvested.


          SECTION
8.4 Release of Indenture Trust Estate. (a) Subject to the payment of its
fees and expenses pursuant to Section 6.7, the Indenture Trustee may,
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. 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 sums due the Indenture Trustee pursuant to Section 6.7 have been
paid in full, release any remaining portion of the Indenture Trust Estate 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. The Indenture Trustee shall release property from the lien of this Indenture
pursuant to this Section 8.4(b) 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.


          (c)
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 on any
Receivable to be sold to (i) the Seller in accordance with Section 3.03
of the Receivables Purchase Agreement, (ii) the Depositor in accordance with Section
2.3 of the Sale and Servicing Agreement and (iii) to the Servicer in
accordance with Section 3.7 of the Sale and Servicing Agreement.


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          SECTION
8.5 Opinion of Counsel. The Indenture Trustee shall receive at least
seven (7) days’ notice 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 shall also require, except in connection with any
action contemplated by Section 8.4(c), 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, however,
that such Opinion of Counsel shall not be required to express an opinion as to
the fair value of the Indenture Trust Estate. Counsel rendering any such
opinion may rely, 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 but with prior notice to the Rating Agencies,
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 to the lien of this Indenture
  additional property;


	
 

	
 


	
 

	
          (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 herein and in the Notes contained;


	
 

	
 


	
 

	
          (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 supplement any provision herein or in
  any supplemental indenture that 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 under any
  supplemental indenture which shall not be inconsistent with the provisions of
  the Indenture; provided that
  such action shall not materially adversely affect the interests of the
  Noteholders;





-49-






	
 

	
 


	
 

	
          (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; or


	
 

	
 


	
 

	
          (vii)
  to modify, eliminate or add to the provisions of this Indenture to such
  extent as shall be necessary to affect 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.





          With
respect to (iv) above, prior to the execution of such supplemental
indenture, the Rating Agency Condition shall have been 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 of the Noteholders but with prior notice to the
Rating Agencies, 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) the
rights of the Noteholders under this Indenture; provided, however,
that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Noteholder, (ii) the Rating
Agency Condition shall have been satisfied with respect to such action and
(iii) such action shall not, as evidenced by an Opinion of Counsel, cause the
Issuer to be characterized for federal or any then Applicable Tax State income
tax purposes as an association taxable as a corporation or otherwise have any
material adverse impact on the federal or any then Applicable Tax State income
taxation of any Notes Outstanding or Outstanding Certificates or any Noteholder
or Certificateholder.


          (c)
Notwithstanding anything in Section 9.1(a) or 9.1(b) to the
contrary, no amendment entered into pursuant to this Section 9.1 may
significantly change the permitted activities of the Issuer without the consent
of a majority of the Notes Outstanding.


          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, 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 modifying
in any manner the rights of the Noteholders under this Indenture; provided, however,
that (i) the Rating Agency Condition shall have been satisfied with respect to
such action and (ii) such action shall not, as evidenced by an Opinion of
Counsel, cause the Issuer to be characterized for federal or any then
Applicable Tax State income tax purposes as an association taxable as a
corporation or otherwise have any material adverse impact on the federal or any
then Applicable Tax State income taxation of any Notes Outstanding or
Outstanding Certificates or any Noteholder or Certificateholder, and (iii) (x)
such action shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interests of any


-50-






Noteholder,
with respect to supplemental indentures relating to matters other than those
specified in clause (y) below or (y) the Noteholders of each Outstanding
Note affected thereby shall have consented thereto, with respect to any
supplemental indenture which would:


	
 

	
 


	
 

	
          (i)
  modify or alter provisions of this Section 9.2;


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (iii)
  reduce the percentage of the principal amount of the Controlling Class or of
  the Notes Outstanding, the consent of the Noteholders of which is required
  for any such supplemental indenture, or the consent of the Noteholders of
  which is required for any waiver of compliance with certain provisions of
  this Indenture or certain Defaults or Events of Default hereunder and their
  consequences provided for in this Indenture;


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (v)
  reduce the percentage of the principal amount of the Controlling Class or the
  Notes Outstanding required to direct or consent to a sale or liquidation by
  the Indenture Trustee of the Indenture Trust Estate pursuant to Section
  5.4 if the proceeds of such sale or liquidation would be insufficient to
  pay the principal amount and accrued but unpaid interest on the Notes;


	
 

	
 


	
 

	
          (vi)
  modify any provision of this Indenture specifying a percentage of the
  aggregate principal amount of the Controlling Class or of the Notes necessary
  to amend this Indenture or the other Basic Documents except to increase any
  percentage specified herein or to provide that certain additional provisions
  of this Indenture or the other Basic Documents cannot be modified or waived
  without the consent of the holder of each Outstanding Note affected thereby;


	
 

	
 


	
 

	
          (vii)
  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 redemption of the Notes
  contained herein; or


	
 

	
 


	
 

	
          (viii)
  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 Indenture Trust Estate or,
  except as





-51-






	
 

	
 


	
 

	
otherwise
  permitted or contemplated herein, terminate the lien of this Indenture on any
  such collateral at any time subject hereto or deprive any Noteholder of the
  security provided by the lien of this Indenture.





The Indenture
Trustee may in its discretion or upon receipt of an Opinion of Counsel
determine whether or not any Notes would be affected by any supplemental indenture
and any such determination shall be conclusive upon the Noteholders of all
Notes, whether theretofore or thereafter authenticated and delivered hereunder.
The Indenture Trustee shall not be liable for any such determination made in
good faith.


          It
shall not be necessary for any Act of Noteholders under this Section 9.2
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.


          Promptly
after the execution by the Issuer and the Indenture Trustee of any supplemental
indenture pursuant to this Section 9.2, the Indenture Trustee shall mail
to the Noteholders of the Notes to which such amendment or supplemental
indenture relates a notice 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 modification 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 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 shall 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.


-52-






          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


PREPAYMENT


          SECTION
10.1 Prepayment. The Class A Notes and Class B Notes are subject to
prepayment, in whole, but not in part, on any Payment Date on which the
Servicer exercises its option to purchase the assets of the Issuer pursuant to Section
8.1 of the Sale and Servicing Agreement, and the amount paid by the
Servicer shall be treated as Collections of Receivables and applied to pay the
unpaid principal amount of the Notes plus accrued and unpaid interest thereon.
If the Notes are to be prepaid pursuant to this Section 10.1, the
Servicer or the Issuer shall furnish notice of such election to the Indenture
Trustee and the Rating Agencies not later than forty (40) days prior to the
Prepayment Date (and the Indenture Trustee shall promptly furnish notice to the
Noteholders) and the Servicer or the Issuer shall deposit by 10:00 a.m. (New
York City time) on the Prepayment Date with the Indenture Trustee in the
Collection Account the Prepayment Price of the Notes, whereupon all Notes shall
be due and payable on the Prepayment Date.


          SECTION
10.2 Form of Prepayment Notice. Notice of prepayment under Section
10.1 shall be given by the Indenture Trustee by first-class mail, postage
prepaid, or by facsimile mailed or transmitted promptly following receipt of
notice from the Issuer or Servicer pursuant to Section 10.1, but not
later than thirty (30) days prior to the applicable Prepayment Date, to each
Noteholder as of the close of business on the Record Date preceding the
applicable Prepayment Date, at such Noteholder’s address or facsimile number
appearing in the Note Register.


          All
notices of prepayment shall state: 


	
 

	
 


	
 

	
          (i)
  the Prepayment Date; 


	
 

	
 


	
 

	
          (ii)
  the Prepayment Price;


	
 

	
 


	
 

	
          (iii)
  the place where such Notes are to be surrendered for payment of the
  Prepayment Price (which shall be the office or agency of the Issuer to be
  maintained as provided in Section 3.2); and


	
 

	
 


	
 

	
          (iv)
  that on the Prepayment Date, the Prepayment Price will become due and payable
  upon each such Note and that interest thereon shall cease to accrue for and
  after said date.





-53-






Notice of
prepayment of the Notes shall be given by the Indenture Trustee in the name and
at the expense of the Issuer. Failure to give notice of prepayment, or any
defect therein, to any Noteholder shall not impair or affect the validity of
the prepayment of any other Note.


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


ARTICLE XI


MISCELLANEOUS


          SECTION
11.1 Compliance Certificates and Opinions, etc. (a) Upon any application
or request by the Issuer to the Indenture Trustee to take any action under any
provision of this Indenture, the Issuer shall furnish to the Indenture Trustee
(i) an Officer’s Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with, (ii) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with and
(iii) (if required by the TIA) an Independent Certificate from a firm of
certified public accountants meeting the applicable requirements of this Section
11.1, 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 with respect to compliance with a condition or covenant
provided for in this Indenture shall include:


	
 

	
 

	
 


	
 

	
 

	
          (A)
  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;


	
 

	
 

	
 


	
 

	
 

	
          (B)
  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;


	
 

	
 

	
 


	
 

	
 

	
          (C)
  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


	
 

	
 

	
 


	
 

	
 

	
          (D)
  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





-54-






certifying or
stating the opinion of each person signing such certificate as to the fair
value (within ninety (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 to the Issuer of the 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)
  above and this clause (ii), is ten percent (10%) or more of the
  principal amount of the Notes Outstanding, 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 (1%) of the principal amount of
  the Notes Outstanding.


	
 

	
 


	
 

	
          (iii)
  Whenever any property or securities are to be released from the lien of this
  Indenture, the Issuer shall also furnish to the Indenture Trustee an
  Officer’s Certificate certifying or stating the opinion of each person
  signing such certificate as to the fair value (within ninety (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 property as contemplated by clause (v) below 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 ten percent (10%) or more
  of the principal amount of the Notes Outstanding, 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 (1%) of the principal amount of the
  Notes Outstanding.


	
 

	
 


	
 

	
          (v)
  Notwithstanding Section 2.10 or any other provisions of this Section
  11.1, the Issuer may, without compliance with the requirements of the
  other provisions of this Section 11.1, (A) collect, liquidate, sell or
  otherwise dispose of Receivables and Financed Vehicles as and to the extent
  permitted or required by the Basic Documents and (B) make cash payments out
  of the Trust Accounts as and to the extent permitted or required by the Basic
  Documents.





          SECTION
11.2 Form of Documents Delivered to Indenture Trustee. (a) 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


-55-






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.


          (b)
Any certificate or opinion of an Authorized Officer of the Issuer may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such officer’s certificate or opinion is
based are erroneous. Any such certificate of an Authorized Officer or opinion
of counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Servicer, the Depositor, 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 Depositor, the Seller, the Administrator or the Issuer, or
in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to such matters are erroneous.


          (c)
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.


          (d)
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 11.3.


          (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.


-56-






          (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 the Noteholder of any Notes shall bind the Noteholder 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, etc., to Indenture Trustee, Issuer and Rating Agencies.
Any request, demand, authorization, direction, notice, consent, waiver or Act
of Noteholders or other documents provided or permitted by this Indenture shall
be in writing and if such request, demand, authorization, direction, notice, consent,
waiver or Act of Noteholders is to be made upon, given or furnished to or filed
with:


	
 

	
 


	
 

	
          (i)
  the Indenture Trustee by any Noteholder, the Servicer, the Administrator or
  the Issuer shall be sufficient for every purpose hereunder if made, given,
  furnished or filed in writing to or with the Indenture Trustee at its
  Corporate Trust Office; or


	
 

	
 


	
 

	
          (ii)
  the Issuer by the Indenture Trustee or by any Noteholder shall be sufficient
  for every purpose hereunder if in writing and mailed first-class, postage
  prepaid to the Issuer addressed to: USAA Auto Owner Trust 2008-1, in care of
  Wells Fargo Delaware Trust Company, 919 North Market Street, Suite 1600,
  Wilmington, DE 19801, with a copy to the Administrator at 10750 McDermott
  Freeway, San Antonio, TX 78288, Attention: Secretary, or at any other address
  previously furnished in writing to the Indenture Trustee by the Issuer or the
  Administrator. The Issuer shall promptly transmit any notice received by it
  from the Noteholders to the Indenture Trustee.





          Notices
required to be given to the Rating Agencies by the Issuer, the Indenture
Trustee or the Owner Trustee shall be in writing, personally delivered,
telecopied or mailed by certified mail, return receipt requested, to (i) in the
case of Moody’s, at the following address: Moody’s Investors Service, Inc., ABS
Monitoring Department, 99 Church Street, New York, New York 10007 and (ii) in
case of Standard & Poor’s, at the following address: Standard & Poor’s
Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water
Street, 40th Floor, New York, New York 10041, Attention: Asset Backed
Surveillance Department.


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


          (b)
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,


-57-






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.


          (c)
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.


          (d)
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 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 Note Paying Agent to such Noteholder,
that is different from the methods provided for in this Indenture for such
payments or notices. The Issuer shall furnish to the Indenture Trustee a copy
of each such agreement and the Indenture Trustee shall 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 or deemed
to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required or deemed provision shall control.


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


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


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


          SECTION
11.10 Separability. 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 Benefits of Indenture. Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, and the Noteholders, and any other party secured
hereunder, and any other Person with an


-58-






ownership
interest in any part of the Indenture Trust Estate, any benefit or any legal or
equitable right, remedy or claim under this Indenture.


          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 CONFLICTS OF
LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE 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 (which
shall be counsel reasonably acceptable to the Indenture Trustee) 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. 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 individual capacities, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, officer, director, employee or agent of the Indenture Trustee or
the Owner Trustee in their individual capacities, any holder of a beneficial
interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any
successor or assign of the Indenture Trustee or the Owner Trustee in their
individual capacities, 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 capacities), 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.
For all purposes of this Indenture, in the performance of any duties or obligations
of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to
the benefits of, the terms and provisions of Article VI and VII
of the Trust Agreement.


          SECTION
11.17 No Petition. The Indenture Trustee, by entering into this Indenture,
and each Noteholder or Note Owner, by accepting a Note or, in the case of a
Note Owner, a beneficial interest in a Note, hereby covenant and agree that
prior to the end of the period that is


-59-






one year and
one day after there has been paid in full all debt issued by any securitization
vehicle in respect of which the Seller or the Depositor holds any interest,
they will not institute against the Issuer, or join in, or assist or encourage
others to institute any institution against the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or State bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any
of the other Basic Documents.


          SECTION
11.18 Subordination Agreement. Each Noteholder, by accepting a Note,
hereby covenants and agrees that, to the extent it is deemed to have any
interest in any assets of the Seller or the Depositor, or a securitization
vehicle (other than the Trust) related to the Seller or the Depositor,
dedicated to other debt obligations of the Seller or the Depositor or debt
obligations of any other securitization vehicle (other than the Trust) related
to the Seller or the Depositor, its interest in those assets is subordinate to
claims or rights of such other debtholders to those other assets. Furthermore,
each Noteholder, by accepting a Note, hereby covenants and agrees that such
agreement constitutes a subordination agreement for purposes of Section 510(a)
of the Bankruptcy Code.


          SECTION
11.19 No Recourse. Notwithstanding any provisions herein to the
contrary, all of the obligations of the Issuer under or in connection with the
Notes and this Indenture are nonrecourse obligations of the Issuer payable
solely from the Collateral and following realization of the Collateral and its
reduction to zero, any claims of the Noteholders and the Indenture Trustee
(other than in respect of Section 6.7) against the Issuer shall be
extinguished and shall not thereafter revive. It is understood that the
foregoing provisions of this Section 11.19 shall not (i) prevent
recourse to the Collateral for the sums due or to become due under any
security, instrument or agreement which is part of the Collateral or (ii)
constitute a waiver, release or discharge of any indebtedness or obligation
evidenced by the Notes or secured by this Indenture (to the extent it relates
to the obligation to make payments on the Notes) until such Collateral has been
realized and reduced to zero, whereupon any Outstanding indebtedness or
obligation in respect of the Notes shall be extinguished and shall not
thereafter revive. It is further understood that the foregoing provisions of
this Section 11.19 shall not limit the right of any Person to name the
Issuer as a party defendant in any Proceeding or in the exercise of any other
remedy under the Notes or this Indenture, so long as no judgment in the nature
of a deficiency judgment shall be asked for or (if obtained) enforced against
any such Person or entity.


          SECTION
11.20 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.


-60-






          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 2008-1

	
 
	
 
	
 

	
 
	
By:
	
WELLS FARGO
  DELAWARE TRUST COMPANY, not in its individual capacity but solely as Owner
  Trustee of USAA Auto Owner Trust 2008-1

	
 
	
 
	
 

	
 
	
 
	
By: /s/ Ann
  Roberts Dukart
	
 

	
 
	
 
	

	
 

	
 
	
 
	
Name: Ann
  Roberts Dukart

	
 
	
 
	
Title: Vice
  President







	
 

	
 


	
S-1

	











	
 

	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
 

	
By: /s/
  Michael Burack

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name:
  Michael Burack


	
 

	
 

	
Title:
  Assistant Treasurer








	
 

	
 


	
S-2

	
 










EXHIBIT A-1


FORM OF CLASS A-1 NOTE


          [FOR
BOOK ENTRY NOTES] [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.] 


          THE
PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


	
 

	
 


	
REGISTERED

	
$254,000,000


	
 


	
No. A-1-1

	
CUSIP NO. 90327MAA6 





USAA AUTO OWNER TRUST 2008-1


CLASS A-1 4.4526% ASSET BACKED NOTES


          USAA
Auto Owner Trust 2008-1, a statutory trust organized and existing under the
laws of the State of Delaware (herein referred to as the “Issuer”), for
value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of TWO HUNDRED FIFTY FOUR MILLION dollars payable on each
Payment Date in an amount equal to the result obtained by multiplying (i) a
fraction the numerator of which is $254,000,000 (the original face amount of
this Note) and the denominator of which is $254,000,000 by (ii) the aggregate
amount, if any, payable to holders of Class A-1 Notes on such Payment Date from
the Principal Distribution Account or otherwise in respect of principal on the
Class A-1 Notes pursuant to Section 3.1 of the Indenture dated as of
January 15, 2008 (as from time to time amended, supplemented or otherwise
modified and in effect, the “Indenture”), between the Issuer and The
Bank of New York, as Indenture Trustee (in such capacity the “Indenture
Trustee”); provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the June 2009 Payment Date (the
“Class A-1 Final Scheduled Payment Date”). Capitalized terms used
but not defined herein are defined in Article I of the Indenture, which also
contains rules as to construction that shall be applicable herein.


          The
Issuer shall pay interest on this Note at the rate per annum shown above on
each Payment Date until the principal of this Note is paid or made available
for payment, on the principal amount of this Note Outstanding on the preceding
Payment Date or the Closing Date in


A-1-1






the case of
the first Payment Date (after giving effect to all payments of principal made
on such preceding Payment Date), subject to certain limitations contained in Section
3.1 of the Indenture. Interest on this Note will accrue for each Payment
Date from and including the previous Payment Date on which interest has been
paid (or, in the case of the initial Payment Date, from the Closing Date) to
but excluding such Payment Date. Interest will be computed on the basis of
actual days elapsed and a 360-day year. Such principal of and interest on this
Note shall be paid in the manner specified on the reverse hereof.


          The
principal of and interest on this Note are payable in such coin or currency of
the United States of America 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 due and payable 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 whose name 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.


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK.]


A-1-2






          IN
WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
or in facsimile, by its Authorized Officer, as of the date set forth below.


	
 

	
 

	
 


	
Date:
  January 15, 2008

	
 

	
 


	
 

	
 

	
 


	
 

	
USAA AUTO
  OWNER TRUST 2008-1


	
 

	
 

	
 


	
 

	
By:

	
WELLS FARGO
  DELAWARE TRUST


	
 

	
 

	
COMPANY, not
  in its individual


	
 

	
 

	
capacity but
  solely as Owner Trustee of


	
 

	
 

	
USAA Auto
  Owner Trust 2008-1








	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Authorized Officer





A-1-3






INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


          This
is one of the Class A-1 Notes designated above and referred to in the
within-mentioned Indenture.


	
 

	
 

	
 

	
 


	
Date:
  January 15, 2008

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Authorized
  Officer





A-1-4






[REVERSE OF NOTE]


          This
Note is one of a duly authorized issue of Notes of the Issuer, designated as
its Class A-1 4.4526% Asset Backed Notes (the “Class A-1 Notes”) which,
together with the Issuer’s Class A-2 4.27% Asset Backed Notes (the “Class
A-2 Notes”), Class A-3 4.16% Asset Backed Notes (the “Class A-3 Notes”),
Class A-4 4.50% 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 6.50% Asset Backed Notes (the “Class B Notes”
and, together with the Class A Notes, the “Notes”), are issued 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.


          Subject
to the subordination provisions of the Indenture, the Class A-1 Notes, Class
A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes are and will be
equally and ratably secured by the collateral pledged as security therefor as
provided in the Indenture.


          Principal
of the Class A-1 Notes will be payable on each Payment Date in an amount
described on the face hereof. “Payment Date” means the 15th day
of each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing February 15, 2008.


          As
described on the face hereof, the entire unpaid principal amount of this Note
shall be due and payable on the Class A-1 Final Scheduled Payment Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee or the Noteholders of
Notes evidencing not less than a majority of the principal amount of the
Controlling Class have declared the Notes to be immediately due and payable in
the manner provided in Section 5.2 of the Indenture. All principal payments on
the Class A-1 Notes shall be made pro rata to
the Noteholders entitled thereto.


          Payments
of interest on this Note on each Payment Date, together with the installment of
principal, if any, to the extent not in full payment of this Note, shall be
made to the Person whose name appears as the Registered Noteholder of the Note
(or one or more Predecessor Notes) on the Note Register as of the close of
business on each Record Date either by wire transfer in immediately available
funds, to the account of such Noteholder at a bank or other entity having
appropriate facilities therefor, if such Noteholder shall have provided to the
Note Registrar appropriate written instructions at least five Business Days
prior to such Payment Date and such Noteholder’s Notes in the aggregate
evidence a denomination of not less than $1,000,000, or, if not, by check
mailed first-class postage prepaid to such Person’s address as it appears on
the Note Register on such Record Date; provided
that, unless Definitive Notes have been issued to Note Owners, with
respect to Notes registered on the Record Date in the name of the nominee of
the Clearing Agency (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 payments will be made 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) effected by any
payments made on any Payment Date shall be binding upon all future Noteholders
of this Note and of any Note issued upon the registration of transfer hereof or
in


A-1-5






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


          The
Issuer shall pay interest on overdue installments of interest at the Class A-1
Rate to the extent lawful.


          As
provided in the Indenture, the Notes may be prepaid, in whole but not in part,
in the manner and to the extent described in the Indenture and the Sale and
Servicing Agreement.


          As
provided in the Indenture, and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder’s
attorney duly authorized in writing, with such signature guaranteed by an
“eligible guarantor institution” meeting the requirements of the Note
Registrar, and thereupon one or more new Notes of the same Class in authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.


          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, 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 the Indenture
or any certificate or other writing delivered in connection therewith, against
(i) the Indenture Trustee or the Owner Trustee, each in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the
Indenture Trustee or the Owner Trustee, each in its individual capacity, any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee, each in its individual capacity, except as any such Person may
have expressly agreed 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 for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.


          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 by accepting the
benefits of the Indenture that such Noteholder or Note Owner will not prior to
the end of the period that is one year and one day after there has been paid in
full all debt issued by any securitization vehicle in


A-1-6






respect of
which the Seller or the Depositor holds any interest institute against the
Issuer, or join in any institution against the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or State bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the other Basic Documents.


          The
Issuer has entered into the Indenture and this Note is issued with the
intention that, for federal, State and local income, and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be
deemed to agree to treat the Notes for federal, State and local income and
franchise tax purposes as indebtedness of the Issuer.


          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, will be deemed to have represented that
(x) it is not, and is not acquiring the 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 Plan, or any employee
benefit plan subject to Similar Law, or (y) its acquisition and holding of the
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 nonexempt
violation of Similar Law.


          Prior
to the due presentment for registration of transfer of this Note, the Issuer,
the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
treat the Person in whose name this Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and none of
the Issuer, the Indenture Trustee or any such agent shall be affected by notice
to the contrary.


          The
Indenture permits (with certain exceptions requiring the consent of all
Noteholders adversely affected) the amendment thereof by the Issuer and the
Indenture Trustee without the consent of the Noteholders provided certain
conditions are satisfied. The Indenture also contains provisions permitting the
Noteholders of Notes evidencing specified percentages of the principal amount
of the Controlling Class Outstanding, on behalf of all Noteholders, to waive compliance
by the Issuer with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Noteholder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Noteholder and upon all future Noteholders 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 notation of such consent or
waiver is made upon this Note.


          The
term “Issuer”, as used in this Note, includes any successor to the Issuer under
the Indenture.


A-1-7






          The
Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee and the Noteholders
under the Indenture.


          The
Notes are issuable only in registered form in denominations as provided in the
Indenture, subject to certain limitations therein set forth.


          This
Note and the Indenture shall be governed by, and construed in accordance with
the laws of the State of New York, without reference to its conflicts of law
provisions.


          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.


          Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, none of Indenture Trustee, in its individual capacity, Owner
Trustee, in its individual capacity, any owner of a beneficial interest in the
Issuer, or any of their respective partners, beneficiaries, agents, officers,
directors, employees or successors or assigns shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal or of
interest on this Note or performance of, or omission to perform, any of the
covenants, obligations or indemnifications contained in the Indenture. The
holder of this Note, by such holder’s acceptance hereof, agrees that, except as
expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, the Noteholder shall have no claim against any of the
foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all liabilities, obligations
and undertakings contained in the Indenture or in this Note.


A-1-8






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

	
 


	
 


	
 


	
 

	
 

	
 

	


	
 */


	


	
 

	
 


	
*/ NOTICE:
  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 whatever. Such
  signature must be guaranteed by an “eligible guarantor institution” meeting
  the requirements of the Note Registrar.





A-1-9






EXHIBIT A-2


FORM OF CLASS A-2 NOTE


          [FOR
BOOK-ENTRY NOTES] [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.] 


          THE
PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


	
 

	
 


	
REGISTERED

	
$330,000,000 


	
 

	
 


	
No. A-2-1

	
CUSIP NO. 90327MAB4 





USAA AUTO OWNER TRUST 2008-1


CLASS A-2 4.27% ASSET BACKED NOTES


          USAA
Auto Owner Trust 2008-1, a statutory trust organized and existing under the
laws of the State of Delaware (herein referred to as the “Issuer”), for
value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of THREE HUNDRED THIRTY MILLION dollars payable on
each Payment Date in an amount equal to the result obtained by multiplying (i)
a fraction the numerator of which is $330,000,000 (the original face amount of
this Note) and the denominator of which is $330,000,000 by (ii) the aggregate
amount, if any, payable to holders of Class A-2 Notes on such Payment Date from
the Principal Distribution Account or otherwise in respect of principal on the
Class A-2 Notes pursuant to Section 3.1 of the Indenture dated as of
January 15, 2008 (as from time to time amended, supplemented or otherwise
modified and in effect, the “Indenture”), between the Issuer and The
Bank of New York, as Indenture Trustee (in such capacity the “Indenture
Trustee”); provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the October 2010 Payment Date
(the “Class A-2 Final Scheduled Payment Date”). No payments of principal
of the Class A-2 Notes will be made until the Class A-1 Notes have been paid in
full. Capitalized terms used but not defined herein are defined in Article I
of the Indenture, which also contains rules as to construction that shall be
applicable herein.


          The
Issuer shall pay interest on this Note at the rate per annum shown above on
each Payment Date until the principal of this Note is paid or made available
for payment, on the


A-2-1






principal
amount of this Note Outstanding on the preceding Payment Date or the Closing
Date in the case of the first Payment Date (after giving effect to all payments
of principal made on such preceding Payment Date), subject to certain
limitations contained in Section 3.1 of the Indenture. Interest on this Note
will accrue for each Payment Date from and including the fifteenth day of the
calendar month immediately preceding such Payment Date (or, in the case of the
initial Payment Date, from the Closing Date) to but excluding such Payment
Date. Interest will be computed on the basis of 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. 


          The
principal of and interest on this Note are payable in such coin or currency of
the United States of America 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 due and payable 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 whose name 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.


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK.]


A-2-2






          IN
WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
or in facsimile, by its Authorized Officer, as of the date set forth below.


Date: January
15, 2008


	
 

	
 

	
 

	
 


	
 

	
USAA AUTO
 OWNER TRUST 2008-1


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
WELLS FARGO
 DELAWARE TRUST

 COMPANY, not in its individual

 capacity but solely as Owner Trustee of

 USAA Auto Owner Trust 2008-1


	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Authorized Officer





A-2-3






INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


          This
is one of the Class A-2 Notes designated above and referred to in the
within-mentioned Indenture.


Date: January
15, 2008


	
 

	
 

	
 


	
 

	
THE BANK OF
 NEW YORK, not in its individual 

 capacity but solely as Indenture Trustee


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Authorized Officer





A-2-4






[REVERSE OF NOTE]


          This
Note is one of a duly authorized issue of Notes of the Issuer, designated as
its Class A-2 4.27% Asset Backed Notes (the “Class A-2 Notes”) which,
together with the Issuer’s Class, A-1 4.4526% Asset Backed Notes (the “Class
A-1 Notes”), Class A-3 4.16% Asset Backed Notes (the “Class A-3 Notes”),
Class A-4 4.50% 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 6.50% Asset Backed Notes (the “Class B Notes”
and, together with the Class A Notes, the “Notes”) are issued 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.


          Subject
to the subordination provisions of the Indenture, the Class A-1 Notes, Class
A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes are and will be
equally and ratably secured by the collateral pledged as security therefor as
provided in the Indenture.


          Principal
of the Class A-2 Notes will be payable on each Payment Date in an amount
described on the face hereof. “Payment Date” means the 15th day of each month,
or, if any such day is not a Business Day, the next succeeding Business Day,
commencing February 15, 2008. 


          As
described on the face hereof, the entire unpaid principal amount of this Note
shall be due and payable on the Class A-2 Final Scheduled Payment Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee or the Noteholders of
Notes evidencing not less than a majority of the principal amount of the
Controlling Class have declared the Notes to be immediately due and payable in
the manner provided in Section 5.2 of the Indenture. All principal payments
on the Class A-2 Notes shall be made pro
rata to the Noteholders entitled thereto.


          Payments
of interest on this Note on each Payment Date, together with the installment of
principal, if any, to the extent not in full payment of this Note, shall be
made to the Person whose name appears as the Registered Noteholder of the Note
(or one or more Predecessor Notes) on the Note Register as of the close of
business on each Record Date either by wire transfer in immediately available
funds, to the account of such Noteholder at a bank or other entity having
appropriate facilities therefor, if such Noteholder shall have provided to the
Note Registrar appropriate written instructions at least five Business Days
prior to such Payment Date and such Noteholder’s Notes in the aggregate
evidence a denomination of not less than $1,000,000, or, if not, by check
mailed first-class postage prepaid to such Person’s address as it appears on
the Note Register on such Record Date; provided
that, unless Definitive Notes have been issued to Note Owners, with
respect to Notes registered on the Record Date in the name of the nominee of
the Clearing Agency (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 payments will be made 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) effected by any
payments made on any Payment Date shall be binding upon all future Noteholders
of this Note and of any Note issued upon the registration of transfer hereof or
in


A-2-5






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


          The
Issuer shall pay interest on overdue installments of interest at the Class A-2
Rate to the extent lawful.


          As
provided in the Indenture, the Notes may be prepaid, in whole but not in part,
in the manner and to the extent described in the Indenture and the Sale and
Servicing Agreement.


          As
provided in the Indenture, and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder’s
attorney duly authorized in writing, with such signature guaranteed by an
“eligible guarantor institution” meeting the requirements of the Note
Registrar, and thereupon one or more new Notes of the same Class in authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.


          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, 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 the
Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Indenture Trustee or the Owner Trustee, each in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee or the Owner Trustee, each in its individual capacity,
any holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee, each in its individual capacity, except as any such Person may
have expressly agreed 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 for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.


          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 by accepting the
benefits of the Indenture that such Noteholder or Note Owner will not prior to
the end of the period that is one year and one day after there has been paid in
full all debt issued by any securitization vehicle in


A-2-6






respect of
which the Seller or the Depositor holds any interest institute against the
Issuer, or join in any institution against the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or State bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the other Basic Documents.


          The
Issuer has entered into the Indenture and this Note is issued with the
intention that, for federal, State and local income, and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be
deemed to agree to treat the Notes for federal, State and local income and
franchise tax purposes as indebtedness of the Issuer.


          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, will be deemed to have represented that
(x) it is not, and is not acquiring the 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 Plan, or any employee
benefit plan subject to Similar Law, or (y) its acquisition and holding of the
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 nonexempt
violation of Similar Law. 


          Prior
to the due presentment for registration of transfer of this Note, the Issuer,
the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
treat the Person in whose name this Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and none of
the Issuer, the Indenture Trustee or any such agent shall be affected by notice
to the contrary.


          The
Indenture permits (with certain exceptions requiring the consent of all
Noteholders adversely affected) the amendment thereof by the Issuer and the
Indenture Trustee without the consent of the Noteholders provided certain
conditions are satisfied. The Indenture also contains provisions permitting the
Noteholders of Notes evidencing specified percentages of the principal amount
of the Controlling Class Outstanding, on behalf of all Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Noteholder of this Note (or any one or more Predecessor Notes)
shall be conclusive and binding upon such Noteholder and upon all future
Noteholders 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 notation
of such consent or waiver is made upon this Note.


          The
term “Issuer”, as used in this Note, includes any successor to the Issuer under
the Indenture.


A-2-7






          The
Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee and the Noteholders
under the Indenture.


          The
Notes are issuable only in registered form in denominations as provided in the
Indenture, subject to certain limitations therein set forth.


          This
Note and the Indenture shall be governed by, and construed in accordance with
the laws of the State of New York, without reference to its conflicts of law
provisions.


          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.


          Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, none of Indenture Trustee, in its individual capacity, Owner
Trustee, in its individual capacity, any owner of a beneficial interest in the
Issuer, or any of their respective partners, beneficiaries, agents, officers,
directors, employees or successors or assigns shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal or of interest
on this Note or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in the Indenture. The holder of this
Note, by such holder’s acceptance hereof, agrees that, except as expressly
provided in the Basic Documents, in the case of an Event of Default under the
Indenture, the Noteholder shall have no claim against any of the foregoing for
any deficiency, loss or claim therefrom; provided,
however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.


A-2-8






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

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
*/


	
 

	
 

	
 

	


	
 


	
 

	
 

	
 

	
 

	
 


	


	
 

	
 

	
 


	
*/ NOTICE:
 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 whatever. Such
 signature must be guaranteed by an “eligible guarantor institution” meeting
 the requirements of the Note Registrar.





A-2-9







EXHIBIT A-3


FORM OF CLASS A-3 NOTE


          [FOR
BOOK-ENTRY NOTES] [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.]


          THE
PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


	
 

	
 


	
REGISTERED

	
$373,000,000


	
 

	
 


	
No. A-3-1

	
CUSIP NO. 90327MAC2 





USAA AUTO OWNER TRUST 2008-1


CLASS A-3 4.16% ASSET BACKED NOTES


          USAA Auto
Owner Trust 2008-1, a statutory trust organized and existing under the laws of
the State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of THREE HUNDRED SEVENTY THREE MILLION dollars payable on each
Payment Date in an amount equal to the result obtained by multiplying (i) a
fraction the numerator of which is $373,000,000 (the original face amount of
this Note) and the denominator of which is $373,000,000 by (ii) the aggregate
amount, if any, payable to holders of Class A-3 Notes on such Payment Date from
the Principal Distribution Account or otherwise in respect of principal on the
Class A-3 Notes pursuant to Section 3.1 of the Indenture dated as of
January 15, 2008 (as from time to time amended, supplemented or otherwise
modified and in effect, the “Indenture”), between the Issuer and The
Bank of New York, as Indenture Trustee (in such capacity the “Indenture
Trustee”); provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the April 2012 Payment Date
(the “Class A-3 Final Scheduled Payment Date”). No payments of principal
of the Class A-3 Notes will be made until the Class A-1 Notes and, except in
the case of an Event of Default, Class A-2 Notes have been paid in full.
Capitalized terms used but not defined herein are defined in Article I
of the Indenture, which also contains rules as to construction that shall be
applicable herein.


A-3-1






          The
Issuer shall pay interest on this Note at the rate per annum shown above on
each Payment Date until the principal of this Note is paid or made available
for payment, on the principal amount of this Note Outstanding on the preceding
Payment Date or the Closing Date in the case of the first Payment Date (after
giving effect to all payments of principal made on such preceding Payment
Date), subject to certain limitations contained in Section 3.1 of the
Indenture. Interest on this Note will accrue for each Payment Date from and
including the fifteenth day of the calendar month immediately preceding such
Payment Date (or, in the case of the initial Payment Date, from the Closing
Date) to but excluding such Payment Date. Interest will be computed on the
basis of 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. 


          The
principal of and interest on this Note are payable in such coin or currency of the
United States of America 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 due and payable 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 whose name 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.


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK.]


A-3-2






          IN
WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
or in facsimile, by its Authorized Officer, as of the date set forth below.


	
 

	
 

	
 

	
 


	
Date:
 January 15, 2008

	
 

	
 


	
 

	
 

	
 


	
 

	
USAA AUTO
 OWNER TRUST 2008-1


	
 

	
 

	
 


	
 

	
By: 

	
WELLS FARGO
 DELAWARE TRUST


	
 

	
 

	
COMPANY, not
 in its individual
capacity but solely as Owner Trustee of
USAA Auto Owner
 Trust 2008-1


	
 

	
 

	
 


	
 

	
 

	
By: 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
Authorized Officer





A-3-3






INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


          This
is one of the Class A-3 Notes designated above and referred to in the
within-mentioned Indenture.


	
 

	
 

	
 


	
Date:
 January 15, 2008

	
 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
Authorized Officer





A-3-4






[REVERSE OF NOTE]


          This
Note is one of a duly authorized issue of Notes of the Issuer, designated as
its Class A-3 4.16% Asset Backed Notes (the “Class A-3 Notes”) which,
together with the Issuer’s Class A-1 4.4526% Asset Backed Notes (the “Class
A-1 Notes”), Class A-2 4.27% Asset Backed Notes (the “Class A-2 Notes”),
Class A-4 4.50% 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 6.50% Asset Backed Notes (the “Class B Notes”
and, together with the Class A Notes, the “Notes”), are issued 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.


          Subject
to the subordination provisions of the Indenture, the Class A-1 Notes, Class
A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes are and will be
equally and ratably secured by the collateral pledged as security therefor as
provided in the Indenture.


          Principal
of the Class A-3 Notes will be payable on each Payment Date in an amount
described on the face hereof. “Payment Date” means the 15th day of each
month, or, if any such day is not a Business Day, the next succeeding Business
Day, commencing February 15, 2008.


          As
described on the face hereof, the entire unpaid principal amount of this Note
shall be due and payable on the Class A-3 Final Scheduled Payment Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee or the Noteholders of
Notes evidencing not less than a majority of the principal amount of the
Controlling Class have declared the Notes to be immediately due and payable in
the manner provided in Section 5.2 of the Indenture. All principal
payments on the Class A-3 Notes shall be made pro
rata to the Noteholders entitled thereto.


          Payments
of interest on this Note on each Payment Date, together with the installment of
principal, if any, to the extent not in full payment of this Note, shall be
made to the Person whose name appears as the Registered Noteholder of the Note
(or one or more Predecessor Notes) on the Note Register as of the close of
business on each Record Date either by wire transfer in immediately available
funds, to the account of such Noteholder at a bank or other entity having
appropriate facilities therefor, if such Noteholder shall have provided to the
Note Registrar appropriate written instructions at least five Business Days
prior to such Payment Date and such Noteholder’s Notes in the aggregate
evidence a denomination of not less than $1,000,000, or, if not, by check
mailed first-class postage prepaid to such Person’s address as it appears on the
Note Register on such Record Date; provided that,
unless Definitive Notes have been issued to Note Owners, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(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 payments will be made 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) effected by any payments made
on any Payment Date shall be binding upon all future Noteholders of this Note
and of any Note issued upon the registration of transfer hereof or in


A-3-5






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


          The
Issuer shall pay interest on overdue installments of interest at the Class A-3
Rate to the extent lawful.


          As
provided in the Indenture, the Notes may be prepaid, in whole but not in part,
in the manner and to the extent described in the Indenture and the Sale and Servicing
Agreement.


          As provided in
the Indenture, and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by
the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Noteholder hereof or such Noteholder’s attorney duly
authorized in writing, with such signature guaranteed by an “eligible guarantor
institution” meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.


          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, 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 the
Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Indenture Trustee or the Owner Trustee, each in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee or the Owner Trustee, each in its individual capacity,
any holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee, each in its individual capacity, except as any such Person may have
expressly agreed 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 for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.


          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 by accepting the
benefits of the Indenture that such Noteholder or Note Owner will not prior to
the end of the period that is one year and one day after there has been paid in
full all debt issued by any securitization vehicle in


A-3-6






respect of
which the Seller or the Depositor holds any interest institute against the
Issuer, or join in any institution against the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or State bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the other Basic Documents.


          The
Issuer has entered into the Indenture and this Note is issued with the
intention that, for federal, State and local income, and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be
deemed to agree to treat the Notes for federal, State and local income and
franchise tax purposes as indebtedness of the Issuer.


          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, will be deemed to have represented that
(x) it is not, and is not acquiring the 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 Plan, or any employee
benefit plan subject to Similar Law, or (y) its acquisition and holding of the
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 nonexempt
violation of Similar Law. 


          Prior
to the due presentment for registration of transfer of this Note, the Issuer,
the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
treat the Person in whose name this Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and none of
the Issuer, the Indenture Trustee or any such agent shall be affected by notice
to the contrary.


          The
Indenture permits (with certain exceptions requiring the consent of all
Noteholders adversely affected) the amendment thereof by the Issuer and the
Indenture Trustee without the consent of the Noteholders provided certain
conditions are satisfied. The Indenture also contains provisions permitting the
Noteholders of Notes evidencing specified percentages of the principal amount
of the Controlling Class Outstanding, on behalf of all Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Noteholder of this Note (or any one or more Predecessor Notes)
shall be conclusive and binding upon such Noteholder and upon all future
Noteholders 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 notation
of such consent or waiver is made upon this Note.


          The
term “Issuer,” as used in this Note, includes any successor to the Issuer under
the Indenture.


A-3-7






          The
Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee and the Noteholders
under the Indenture.


          The
Notes are issuable only in registered form in denominations as provided in the
Indenture, subject to certain limitations therein set forth.


          This
Note and the Indenture shall be governed by, and construed in accordance with
the laws of the State of New York, without reference to its conflicts of law
provisions.


          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.


          Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, none of Indenture Trustee, in its individual capacity, Owner
Trustee, in its individual capacity, any owner of a beneficial interest in the
Issuer, or any of their respective partners, beneficiaries, agents, officers,
directors, employees or successors or assigns shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal or of
interest on this Note or performance of, or omission to perform, any of the
covenants, obligations or indemnifications contained in the Indenture. The
holder of this Note, by such holder’s acceptance hereof, agrees that, except as
expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, the Noteholder shall have no claim against any of the
foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


A-3-8






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

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
*/


	
 

	
 

	
 

	


	
 


	


	
 

	
 

	
 


	
*/ NOTICE:
 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 whatever. Such signature
 must be guaranteed by an “eligible guarantor institution” meeting the
 requirements of the Note Registrar.





A-3-9







EXHIBIT A-4


FORM OF CLASS A-4 NOTE


           [FOR BOOK-ENTRY NOTES] [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.]


          THE
PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


	
 

	
 


	
REGISTERED

	
$258,625,000


	
 

	
 


	
No. A-4-1

	
CUSIP NO. 90327MAD0





USAA AUTO OWNER TRUST 2008-1


CLASS A-4 4.50% ASSET BACKED NOTES


          USAA
Auto Owner Trust 2008-1, a statutory trust organized and existing under the
laws of the State of Delaware (herein referred to as the “Issuer”), for
value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of TWO HUNDRED FIFTY EIGHT MILLION SIX HUNDRED TWENTY FIVE
THOUSAND dollars payable on each Payment Date in an amount equal to the result
obtained by multiplying (i) a fraction the numerator of which is $258,625,000
(the original face amount of this Note) and the denominator of which is
$258,625,000 by (ii) the aggregate amount, if any, payable to holders of Class
A-4 Notes on such Payment Date from the Principal Distribution Account or
otherwise in respect of principal on the Class A-4 Notes pursuant to Section
3.1 of the Indenture dated as of January 15, 2008 (as from time to time
amended, supplemented or otherwise modified and in effect, the “Indenture”),
between the Issuer and The Bank of New York, as Indenture Trustee (in such
capacity the “Indenture Trustee”); provided,
however, that the entire unpaid
principal amount of this Note shall be due and payable on the October 2013
Payment Date (the “Class A-4 Final Scheduled Payment Date”). No payments
of principal of the Class A-4 Notes will be made until the Class A-1 Notes and,
except in the case of an Event of Default, the Class A-2 Notes and Class A-3
Notes have been paid in full. Capitalized terms used but not defined herein are
defined in Article I of the Indenture, which also contains rules as to
construction that shall be applicable herein.


A-4-1






          The
Issuer shall pay interest on this Note at the rate per annum shown above on
each Payment Date until the principal of this Note is paid or made available
for payment, on the principal amount of this Note Outstanding on the preceding
Payment Date or the Closing Date in the case of the first Payment Date (after
giving effect to all payments of principal made on such preceding Payment
Date), subject to certain limitations contained in Section 3.1 of the
Indenture. Interest on this Note will accrue for each Payment Date from and
including the fifteenth day of the calendar month immediately preceding such
Payment Date (or, in the case of the initial Payment Date, from the Closing Date)
to but excluding such Payment Date. Interest will be computed on the basis of 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.


          The
principal of and interest on this Note are payable in such coin or currency of
the United States of America 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 due and payable 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 whose name 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.


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK.]


A-4-2







          IN
WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
or in facsimile, by its Authorized Officer, as of the date set forth below.


Date: January
15, 2008


	
 

	
 

	
 

	
 


	
 

	
USAA AUTO
 OWNER TRUST 2008-1


	
 

	
 

	
 

	
 


	
 

	
By:

	
WELLS FARGO
 DELAWARE TRUST

 COMPANY, not in its individual

 capacity but solely as Owner Trustee of

 USAA Auto Owner Trust 2008-1


	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Authorized Officer





A-4-3






INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


          This
is one of the Class A-4 Notes designated above and referred to in the
within-mentioned Indenture.


Date: January
15, 2008


	
 

	
 

	
 


	
 

	
THE BANK OF
 NEW YORK, not in its individual

 capacity but solely as Indenture Trustee


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Authorized Officer





A-4-4






[REVERSE OF NOTE]


          This
Note is one of a duly authorized issue of Notes of the Issuer, designated as
its Class A-4 4.50% Asset Backed Notes (the “Class A-4 Notes”) which,
together with the Issuer’s Class A-1 4.4526% Asset Backed Notes (the “Class
A-1 Notes”), Class A-2 4.27% Asset Backed Notes (the “Class A-2 Notes”),
Class A-3 4.16% Asset Backed Notes (the “Class A-3 Notes” and, together
with the Class A-1 Notes, the Class A-2 Notes, Class A-3 Notes and the Class
A-4 Notes, the “Class A Notes”) and Class B 6.50% Asset Backed Notes
(the “Class B Notes” and, together with the Class A Notes, the “Notes”),
are issued 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.


          Subject
to the subordination provisions of the Indenture, the Class A-1 Notes, Class
A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes are and will be
equally and ratably secured by the collateral pledged as security therefor as
provided in the Indenture.


          Principal
of the Class A-4 Notes will be payable on each Payment Date in an amount
described on the face hereof. “Payment Date” means the 15th day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing February 15, 2008.


          As
described on the face hereof, the entire unpaid principal amount of this Note
shall be due and payable on the Class A-4 Final Scheduled Payment Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee or the Noteholders of
Notes evidencing not less than a majority of the principal amount of the
Controlling Class have declared the Notes to be immediately due and payable in
the manner provided in Section 5.2 of the Indenture. All principal
payments on the Class A-4 Notes shall be made pro
rata to the Noteholders entitled thereto.


          Payments
of interest on this Note on each Payment Date, together with the installment of
principal, if any, to the extent not in full payment of this Note, shall be
made to the Person whose name appears as the Registered Noteholder of the Note
(or one or more Predecessor Notes) on the Note Register as of the close of
business on each Record Date either by wire transfer in immediately available
funds, to the account of such Noteholder at a bank or other entity having
appropriate facilities therefor, if such Noteholder shall have provided to the
Note Registrar appropriate written instructions at least five Business Days
prior to such Payment Date and such Noteholder’s Notes in the aggregate
evidence a denomination of not less than $1,000,000, or, if not, by check
mailed first-class postage prepaid to such Person’s address as it appears on
the Note Register on such Record Date; provided
that, unless Definitive Notes have been issued to Note Owners, with
respect to Notes registered on the Record Date in the name of the nominee of the
Clearing Agency (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 payments will be made 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) effected by any
payments made on any Payment Date shall be binding upon all future Noteholders
of this Note and of any Note issued upon the registration of transfer hereof or
in


A-4-5






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


          The
Issuer shall pay interest on overdue installments of interest at the Class A-4
Rate to the extent lawful.


          As
provided in the Indenture, the Notes may be prepaid, in whole but not in part,
in the manner and to the extent described in the Indenture and the Sale and
Servicing Agreement.


          As
provided in the Indenture, and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder’s
attorney duly authorized in writing, with such signature guaranteed by an
“eligible guarantor institution” meeting the requirements of the Note
Registrar, and thereupon one or more new Notes of the same Class in authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.


          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, 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 the
Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Indenture Trustee or the Owner Trustee, each in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee or the Owner Trustee, each in its individual capacity,
any holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee, each in its individual capacity, except as any such Person may
have expressly agreed 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 for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.


          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 by accepting the
benefits of the Indenture that such Noteholder or Note Owner will not prior to
the end of the period that is one year and one day after there has been paid in
full all debt issued by any securitization vehicle in


A-4-6






respect of
which the Seller or the Depositor holds any interest institute against the
Issuer, or join in any institution against the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or State bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the other Basic Documents.


          The
Issuer has entered into the Indenture and this Note is issued with the
intention that, for federal, State and local income, and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be
deemed to agree to treat the Notes for federal, State and local income and
franchise tax purposes as indebtedness of the Issuer.


          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, will be deemed to have represented that
(x) it is not, and is not acquiring the 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 Plan, or any employee
benefit plan subject to Similar Law, or (y) its acquisition and holding of the
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 nonexempt
violation of Similar Law. 


          Prior
to the due presentment for registration of transfer of this Note, the Issuer,
the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
treat the Person in whose name this Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and none of
the Issuer, the Indenture Trustee or any such agent shall be affected by notice
to the contrary.


          The
Indenture permits (with certain exceptions requiring the consent of all
Noteholders adversely affected) the amendment thereof by the Issuer and the
Indenture Trustee without the consent of the Noteholders provided certain
conditions are satisfied. The Indenture also contains provisions permitting the
Noteholders of Notes evidencing specified percentages of the principal amount
of the Controlling Class Outstanding, on behalf of all Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Noteholder of this Note (or any one or more Predecessor Notes)
shall be conclusive and binding upon such Noteholder and upon all future
Noteholders 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 notation
of such consent or waiver is made upon this Note.


          The
term “Issuer,” as used in this Note, includes any successor to the Issuer under
the Indenture.


A-4-7






          The
Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee and the Noteholders
under the Indenture.


          The
Notes are issuable only in registered form in denominations as provided in the
Indenture, subject to certain limitations therein set forth.


          This
Note and the Indenture shall be governed by, and construed in accordance with
the laws of the State of New York, without reference to its conflicts of law
provisions.


          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.


          Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, none of Indenture Trustee, in its individual capacity, Owner
Trustee, in its individual capacity, any owner of a beneficial interest in the
Issuer, or any of their respective partners, beneficiaries, agents, officers,
directors, employees or successors or assigns shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal or of
interest on this Note or performance of, or omission to perform, any of the
covenants, obligations or indemnifications contained in the Indenture. The
holder of this Note, by such holder’s acceptance hereof, agrees that, except as
expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, the Noteholder shall have no claim against any of the
foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


A-4-8






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

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
*/

	
 


	
 

	
 

	
 

	


	
 

	
 









*/ NOTICE: 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 whatever. Such signature must be
guaranteed by an “eligible guarantor institution” meeting the requirements of
the Note Registrar.


A-4-9







EXHIBIT B


FORM OF CLASS B NOTE


          [FOR
BOOK-ENTRY NOTES] [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.]


          THE
PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


          PAYMENTS
ON THIS NOTE ARE SUBORDINATE TO THE PAYMENT OF PRINCIPAL OF AND INTEREST ON THE
CLASS A NOTES.


	
 

	
 


	
REGISTERED

	
$34,375,000


	
 

	
 


	
No. B-1

	
CUSIP NO. 90327MAE8





USAA AUTO OWNER TRUST 2008-1


CLASS B 6.50% ASSET BACKED NOTES


          USAA
Auto Owner Trust 2008-1, a statutory trust organized and existing under the
laws of the State of Delaware (herein referred to as the “Issuer”), for
value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of THIRTY FOUR MILLION THREE HUNDRED SEVENTY FIVE
THOUSAND dollars payable on each Payment Date in an amount equal to the result
obtained by multiplying (i) a fraction the numerator of which is $34,375,000
(the original face amount of this Note) and the denominator of which is
$34,375,000 by (ii) the aggregate amount, if any, payable to holders of Class B
Notes on such Payment Date from the Principal Distribution Account or otherwise
in respect of principal on the Class B Notes pursuant to Section 3.1 of
the Indenture dated as of January 15, 2008 (as from time to time amended,
supplemented or otherwise modified and in effect, the “Indenture”),
between the Issuer and The Bank of New York, as Indenture Trustee (in such
capacity the “Indenture Trustee”); provided,
however, that the entire unpaid
principal amount of this Note shall be due and payable on the August 2014
Payment Date (the “Class B Final Scheduled Payment Date”). No payments
of principal of the Class B Notes will be made until the Class A-1 Notes, the
Class A-2 Notes, Class A-3 Notes and Class A-4 Notes have been paid in full.


B-1






Capitalized
terms used but not defined herein are defined in Article I of the Indenture,
which also contains rules as to construction that shall be applicable herein. 


          The
Issuer shall pay interest on this Note at the rate per annum shown above on
each Payment Date until the principal of this Note is paid or made available
for payment, on the principal amount of this Note Outstanding on the preceding
Payment Date or the Closing Date in the case of the first Payment Date (after
giving effect to all payments of principal made on such preceding Payment
Date), subject to certain limitations contained in Section 3.1 of the
Indenture. Interest on this Note will accrue for each Payment Date from and
including the fifteenth day of the calendar month immediately preceding such
Payment Date (or, in the case of the initial Payment Date, from the Closing
Date) to but excluding such Payment Date. Interest will be computed on the
basis of 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.


          The
principal of and interest on this Note are payable in such coin or currency of
the United States of America 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 due and payable 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 whose name 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.


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK.]


B-2






          IN
WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
or in facsimile, by its Authorized Officer, as of the date set forth below.


Date: January
15, 2008


	
 

	
 

	
 

	
 


	
 

	
USAA AUTO
 OWNER TRUST 2008-1


	
 

	
 

	
 


	
 

	
By:

	
WELLS FARGO
 DELAWARE TRUST

 COMPANY, not in its individual

 capacity but solely as Owner Trustee of

 USAA Auto Owner Trust 2008-1


	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Authorized Officer





B-3






INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


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


Date: January
15, 2008


	
 

	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
 

	
By: 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Authorized Officer





B-4






[REVERSE OF NOTE]


          This
Note is one of a duly authorized issue of Notes of the Issuer, designated as its
Class B 6.50% Asset Backed Notes (the “Class B Notes”) which, together
with the Issuer’s Class A-1 4.4526% Asset Backed Notes (the “Class A-1 Notes”),
Class A-2 4.27% Asset Backed Notes (the “Class A-2 Notes”), Class A-3
4.16% Asset Backed Notes (the “Class A-3 Notes”) and Class A-4 4.50%
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 the Class A Notes together with the Class B Notes, the “Notes”), are
issued 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.


          Subject
to the subordination provisions of the Indenture, the Class A-1 Notes, Class
A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes are and will be
equally and ratably secured by the collateral pledged as security therefor as
provided in the Indenture.


          Principal
of the Class B Notes will be payable on each Payment Date in an amount
described on the face hereof. “Payment Date” means the 15th day
of each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing February 15, 2008.


          As
described on the face hereof, the entire unpaid principal amount of this Note
shall be due and payable on the Class B Final Scheduled Payment Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee or the Noteholders of
Notes evidencing not less than a majority of the principal amount of the
Controlling Class have declared the Notes to be immediately due and payable in
the manner provided in Section 5.2 of the Indenture. All principal
payments on the Class B Notes shall be made pro
rata to the Noteholders entitled thereto.


          Payments
of interest on this Note on each Payment Date, together with the installment of
principal, if any, to the extent not in full payment of this Note, shall be
made to the Person whose name appears as the Registered Noteholder of the Note
(or one or more Predecessor Notes) on the Note Register as of the close of
business on each Record Date either by wire transfer in immediately available
funds, to the account of such Noteholder at a bank or other entity having
appropriate facilities therefor, if such Noteholder shall have provided to the
Note Registrar appropriate written instructions at least five Business Days
prior to such Payment Date and such Noteholder’s Notes in the aggregate
evidence a denomination of not less than $1,000,000, or, if not, by check
mailed first-class postage prepaid to such Person’s address as it appears on
the Note Register on such Record Date; provided
that, unless Definitive Notes have been issued to Note Owners, with
respect to Notes registered on the Record Date in the name of the nominee of
the Clearing Agency (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 payments will be made 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) effected by any
payments made on any Payment Date shall be binding upon all future Noteholders
of this Note and of any Note issued upon the registration of transfer hereof or
in


B-5






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


          The
Issuer shall pay interest on overdue installments of interest at the Class B
Rate to the extent lawful.


          As
provided in the Indenture, the Notes may be prepaid, in whole but not in part,
in the manner and to the extent described in the Indenture and the Sale and
Servicing Agreement.


          As
provided in the Indenture, and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder’s
attorney duly authorized in writing, with such signature guaranteed by an
“eligible guarantor institution” meeting the requirements of the Note
Registrar, and thereupon one or more new Notes of the same Class in authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.


          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
Plan or any governmental plan, church plan or non-U.S. plan that is subject to
any 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 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 nonexempt violation
of any applicable Similar Law.


          In
addition, the Class B Notes may not be acquired by or on behalf of a Person
other than (A) a citizen or resident of the United States, (B) a corporation or
partnership organized in or under the laws of the United States, any state
thereof or the District of Columbia, (C) an estate


B-6






the income of
which is includible in 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 this paragraph has the authority to control
all substantial decisions of the trust.


          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, 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 the
Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Indenture Trustee or the Owner Trustee, each in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee or the Owner Trustee, each in its individual capacity,
any holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee, each in its individual capacity, except as any such Person may
have expressly agreed 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 for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.


          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 by accepting the
benefits of the Indenture that such Noteholder or Note Owner will not prior to
the end of the period that is one year and one day after there has been paid in
full all debt issued by any securitization vehicle in respect of which the
Seller or the Depositor holds any interest institute against the Issuer, or
join in any institution against the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the other Basic Documents.


          The
Issuer has entered into the Indenture and this Note is issued with the
intention that, for federal, State and local income, and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be
deemed to agree to treat the Notes for federal, State and local income and
franchise tax purposes as indebtedness of the Issuer.


          Prior
to the due presentment for registration of transfer of this Note, the Issuer,
the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
treat the Person in whose name this Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and none of
the Issuer, the Indenture Trustee or any such agent shall be affected by notice
to the contrary.


          The
Indenture permits (with certain exceptions requiring the consent of all
Noteholders adversely affected) the amendment thereof by the Issuer and the
Indenture Trustee without the consent of the Noteholders provided certain
conditions are satisfied. The Indenture also contains


B-7






provisions
permitting the Noteholders of Notes evidencing specified percentages of the
principal amount of the Controlling Class Outstanding, on behalf of all
Noteholders, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Noteholder of this Note (or any one or more
Predecessor Notes) shall be conclusive and binding upon such Noteholder and
upon all future Noteholders 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 notation of such consent or waiver is made upon this Note.


          The
term “Issuer,” as used in this Note, includes any successor to the Issuer under
the Indenture.


          The
Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee and the Noteholders
under the Indenture.


          The
Notes are issuable only in registered form in denominations as provided in the
Indenture, subject to certain limitations therein set forth.


          This
Note and the Indenture shall be governed by, and construed in accordance with
the laws of the State of New York, without reference to its conflicts of law
provisions.


          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.


          Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, none of Indenture Trustee, in its individual capacity, Owner
Trustee, in its individual capacity, any owner of a beneficial interest in the
Issuer, or any of their respective partners, beneficiaries, agents, officers,
directors, employees or successors or assigns shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal or of
interest on this Note or performance of, or omission to perform, any of the
covenants, obligations or indemnifications contained in the Indenture. The
holder of this Note, by such holder’s acceptance hereof, agrees that, except as
expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, the Noteholder shall have no claim against any of the
foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


B-8






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

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
*/

	
 


	
 

	
 

	
 

	


	
 








	
 


	



	
*/ NOTICE:
 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 whatever. Such signature
 must be guaranteed by an “eligible guarantor institution” meeting the
 requirements of the Note Registrar.





B-9






SCHEDULE A


Schedule of Receivables


[On file with Indenture Trustee]


App A-1