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EXECUTION COPY 



Exhibit 4.1 

 






  

  USAA AUTO OWNER TRUST 2008-3 

  

  Class A-1 2.88363% Auto Loan Asset Backed Notes 

  Class A-2 3.58% Auto Loan Asset Backed Notes 

  Class A-3 4.28% Auto Loan Asset Backed Notes 

  Class A-4 4.71% Auto Loan Asset Backed Notes 

  Class B 7.14% Auto Loan Asset Backed Notes 

  

  ___________________ 

  

  INDENTURE 

  

  Dated as of July 23, 2008 

  

  ___________________ 

  

  THE BANK OF NEW YORK MELLON,

  

  as the Indenture Trustee 

  

  



















CROSS REFERENCE TABLE1 

	TIA 	 	 	 	Indenture 
	Section 	 	 	 	Section 
	 
	310 	 	(a) (1) 	 	6.11 
	 	 	(a) (2) 	 	6.11 
	 	 	(a) (3) 	 	6.10; 6.11 
	 	 	(a) (4) 	 	N.A.2 
	 	 	(a) (5) 	 	6.11 
	 	 	(b) 	 	6.8; 6.11 
	 	 	(c) 	 	N.A. 
	311 	 	(a) 	 	6.12 
	 	 	(b) 	 	6.12 
	 	 	(c) 	 	N.A. 
	312 	 	(a) 	 	7.1 
	 	 	(b) 	 	7.2 
	 	 	(c) 	 	7.2 
	313 	 	(a) 	 	7.3 
	 	 	(b) (1) 	 	7.3 
	 	 	(b) (2) 	 	7.3 
	 	 	(c) 	 	7.3 
	 	 	(d) 	 	7.3 
	314 	 	(a) 	 	3.9 
	 	 	(b) 	 	3.6; 11.15 
	 	 	(c) (1) 	 	11.15 
	 	 	(c) (2) 	 	11.1 
	 	 	(c) (3) 	 	11.1 
	 	 	(d) 	 	11.1 
	 	 	(e) 	 	11.1 
	 	 	(f) 	 	N.A. 
	315 	 	(a) 	 	6.1 (b) 
	 	 	(b) 	 	6.5 
	 	 	(c) 	 	6.1 (a) 
	 	 	(d) 	 	6.1 (c) 
	 	 	(e) 	 	5.13 
	316 	 	(a) (1) (A) 	 	5.11 
	 	 	(a) (1) (B) 	 	5.12 
	 	 	(a) (2) 	 	N.A. 
	 	 	(b) 	 	5.7 
	 	 	(c) 	 	5.6 (b) 
	317 	 	(a) (1) 	 	5.3 (b) 
	 	 	(a) (2) 	 	5.3 (d) 
	 	 	(b) 	 	3.3 (c) 
	318 	 	(a) 	 	11.7 




	 
    
	
1      		
Note: This Cross Reference Table shall not, for any purpose, be deemed to be part of this Indenture.	
	 
	
2      		
N.A. means Not Applicable.	
	 













TABLE OF CONTENTS 

	 	 	 	 	 	Page 
	ARTICLE I 	DEFINITIONS AND
        INCORPORATION BY REFERENCE 	 	2 
	        SECTION
        1.1 	 	Definitions 	 	2 
	        SECTION
        1.2 	 	Incorporation by Reference
        of Trust Indenture Act 	 	2 
	        SECTION
        1.3 	 	Other Interpretive Provisions 	 	2 
	ARTICLE II 	THE NOTES 	 	3 
	        SECTION
        2.1 	 	Form 	 	3 
	        SECTION
        2.2 	 	Execution, Authentication
        and Delivery 	 	3 
	        SECTION
        2.3 	 	Temporary Notes 	 	3 
	        SECTION
        2.4 	 	Registration of Transfer
        and Exchange 	 	4 
	        SECTION
        2.5 	 	Mutilated, Destroyed, Lost
        or Stolen Notes 	 	7 
	        SECTION
        2.6 	 	Persons Deemed Owners 	 	8 
	        SECTION
        2.7 	 	Payment of Principal and
        Interest; Defaulted Interest 	 	8 
	        SECTION
        2.8 	 	Cancellation 	 	9 
	        SECTION
        2.9 	 	Release of Collateral 	 	9 
	        SECTION
        2.10 	 	Book-Entry Notes 	 	9 
	        SECTION
        2.11 	 	Notices to Clearing Agency 	 	10 
	        SECTION
        2.12 	 	Definitive Notes 	 	10 
	        SECTION
        2.13 	 	Authenticating Agents 	 	11 
	        SECTION
        2.14 	 	Tax Treatment 	 	11 
	ARTICLE III 	COVENANTS 	 	12 
	        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 Collateral 	 	14 
	        SECTION
        3.6 	 	Opinions as to Collateral 	 	15 
	        SECTION
        3.7 	 	Performance of Obligations;
        Servicing of Receivables 	 	15 
	        SECTION
        3.8 	 	Negative Covenants 	 	16 
	        SECTION
        3.9 	 	Annual Compliance Statement 	 	16 
	        SECTION
        3.10 	 	Restrictions on Certain Other
        Activities 	 	17 
	        SECTION
        3.11 	 	Restricted Payments 	 	18 
	        SECTION
        3.12 	 	Notice of Events of Default 	 	18 
	        SECTION
        3.13 	 	Further Instruments and Acts 	 	18 





i 












TABLE OF CONTENTS 

(Continued) 

	 	 	 	 	 	Page 
	        SECTION
        3.14 	 	Compliance with Laws 	 	18 
	        SECTION
        3.15 	 	Perfection Representations,
        Warranties and Covenants 	 	18 
	ARTICLE IV 	SATISFACTION AND
        DISCHARGE 	 	18 
	        SECTION
        4.1 	 	Satisfaction and Discharge
        of Indenture 	 	18 
	        SECTION
        4.2 	 	Application of Trust Money 	 	19 
	        SECTION
        4.3 	 	Repayment of Monies Held
        by Paying Agent 	 	19 
	ARTICLE V 	REMEDIES 	 	19 
	        SECTION
        5.1 	 	Events of Default 	 	19 
	        SECTION
        5.2 	 	Acceleration of Maturity;
        Waiver of Event of Default 	 	20 
	        SECTION
        5.3 	 	Collection of Indebtedness
        and Suits for Enforcement by the 	 	 
	 	 	 	Indenture Trustee 	 	21 
	        SECTION
        5.4 	 	Remedies; Priorities 	 	23 
	        SECTION
        5.5 	 	Optional Preservation of
        the Collateral 	 	25 
	        SECTION
        5.6 	 	Limitation of Suits 	 	26 
	        SECTION
        5.7 	 	Unconditional Rights of Noteholders
        to Receive Principal and 	 	 
	 	 	 	Interest 	 	27 
	        SECTION
        5.8 	 	Restoration of Rights and
        Remedies 	 	27 
	        SECTION
        5.9 	 	Rights and Remedies Cumulative 	 	27 
	        SECTION
        5.10 	 	Delay or Omission Not a Waiver 	 	27 
	        SECTION
        5.11 	 	Control by Noteholders 	 	27 
	        SECTION
        5.12 	 	Waiver of Past Defaults 	 	28 
	        SECTION
        5.13 	 	Undertaking for Costs 	 	28 
	        SECTION
        5.14 	 	Waiver of Stay or Extension
        Laws 	 	29 
	        SECTION
        5.15 	 	Action on Notes 	 	29 
	        SECTION
        5.16 	 	Performance and Enforcement
        of Certain Obligations 	 	29 
	        SECTION
        5.17 	 	Sale of Collateral 	 	30 
	ARTICLE VI 	THE INDENTURE TRUSTEE 	 	30 
	        SECTION
        6.1 	 	Duties of the Indenture Trustee 	 	30 
	        SECTION
        6.2 	 	Rights of the Indenture Trustee 	 	32 
	        SECTION
        6.3 	 	Individual Rights of the
        Indenture Trustee 	 	33 
	        SECTION
        6.4 	 	The Indenture Trustee’s
        Disclaimer 	 	33 
	        SECTION
        6.5 	 	Notice of Defaults 	 	33 





ii 












TABLE OF CONTENTS 

(Continued) 

	 	 	 	 	 	Page 
	        SECTION
        6.6 	 	Reports by the Indenture
        Trustee to Noteholders 	 	34 
	        SECTION
        6.7 	 	Compensation and Indemnity 	 	34 
	        SECTION
        6.8 	 	Removal, Resignation and
        Replacement of the Indenture 	 	 
	 	 	 	Trustee 	 	34 
	        SECTION
        6.9 	 	Successor Indenture Trustee
        by Merger 	 	35 
	        SECTION
        6.10 	 	Appointment of Co-Indenture
        Trustee or Separate Indenture 	 	 
	 	 	 	Trustee 	 	36 
	        SECTION
        6.11 	 	Eligibility; Disqualification 	 	37 
	        SECTION
        6.12 	 	Preferential Collection of
        Claims Against the Issuer 	 	37 
	        SECTION
        6.13 	 	Representations and Warranties 	 	37 
	ARTICLE VII 	NOTEHOLDERS’ LISTS
        AND REPORTS 	 	38 
	        SECTION
        7.1 	 	The Issuer to Furnish the
        Indenture Trustee Names and 	 	 
	 	 	 	Addresses of Noteholders 	 	38 
	        SECTION
        7.2 	 	Preservation of Information;
        Communications to Noteholders 	 	38 
	        SECTION
        7.3 	 	Reports by the Indenture
        Trustee 	 	38 
	ARTICLE VIII ACCOUNTS,
        DISBURSEMENTS AND RELEASES 	 	38 
	        SECTION
        8.1 	 	Collection of Money 	 	38 
	        SECTION
        8.2 	 	Trust Accounts 	 	39 
	        SECTION
        8.3 	 	General Provisions Regarding
        Accounts 	 	39 
	        SECTION
        8.4 	 	Release of Collateral 	 	40 
	        SECTION
        8.5 	 	Opinion of Counsel 	 	41 
	ARTICLE IX 	SUPPLEMENTAL INDENTURES 	 	41 
	        SECTION
        9.1 	 	Supplemental Indentures Without
        Consent of Noteholders 	 	41 
	        SECTION
        9.2 	 	Supplemental Indentures with
        Consent of Noteholders 	 	42 
	        SECTION
        9.3 	 	Execution of Supplemental
        Indentures 	 	44 
	        SECTION
        9.4 	 	Effect of Supplemental Indenture 	 	44 
	        SECTION
        9.5 	 	Conformity With Trust Indenture
        Act 	 	44 
	        SECTION
        9.6 	 	Reference in Notes to Supplemental
        Indentures 	 	44 
	ARTICLE X 	REDEMPTION OF NOTES 	 	45 
	        SECTION
        10.1 	 	Redemption 	 	45 
	        SECTION
        10.2 	 	Form of Redemption Notice 	 	45 
	        SECTION
        10.3 	 	Notes Payable on Redemption
        Date 	 	45 





iii 












TABLE OF CONTENTS 

(Continued) 

	 	 	 	 	 	Page 
	ARTICLE
        XI 	MISCELLANEOUS 	 	46 
	        SECTION
        11.1 	 	Compliance Certificates and
        Opinions, etc 	 	46 
	        SECTION
        11.2 	 	Form of Documents Delivered
        to the Indenture Trustee 	 	47 
	        SECTION
        11.3 	 	Acts of Noteholders 	 	48 
	        SECTION
        11.4 	 	Notices 	 	48 
	        SECTION
        11.5 	 	Notices to Noteholders; Waiver 	 	49 
	        SECTION
        11.6 	 	Alternate Payment and Notice
        Provisions 	 	49 
	        SECTION
        11.7 	 	Conflict with Trust Indenture
        Act 	 	49 
	        SECTION
        11.8 	 	Effect of Headings and Table
        of Contents 	 	50 
	        SECTION
        11.9 	 	Successors and Assigns 	 	50 
	        SECTION
        11.10 	 	Severability 	 	50 
	        SECTION
        11.11 	 [RESERVED]	 	50 
	        SECTION
        11.12 	 	Legal Holidays 	 	50 
	        SECTION
        11.13 	 	Governing Law 	 	50 
	        SECTION
        11.14 	 	Counterparts 	 	50 
	        SECTION
        11.15 	 	Recording of Indenture 	 	50 
	        SECTION
        11.16 	 	Trust Obligation 	 	50 
	        SECTION
        11.17 	 	No Petition 	 	51 
	        SECTION
        11.18 	 	Intent 	 	51 
	        SECTION
        11.19 	 	Submission to Jurisdiction;
        Waiver of Jury Trial 	 	51 
	        SECTION
        11.20 	 	Subordination of Claims 	 	52 
	        SECTION
        11.21 	 	Limitation of Liability of
        Owner Trustee 	 	53 
	        SECTION
        11.22 	 	Information Requests 	 	53 
	        SECTION
        11.23 	 	Inspection 	 	53 





iv 












          Schedule I   Perfection Representations, Warranties and Covenants 

          Exhibit A    Forms of Notes 


v 












          This INDENTURE, dated as of July 23, 2008 (as
amended, modified or supplemented from time to time, this “Indenture”), is between USAA AUTO OWNER TRUST 2008-3, a Delaware statutory trust (the “Issuer”), and THE BANK OF NEW YORK MELLON, a banking corporation organized under the laws of the State of New York, solely as trustee and not in its individual capacity (the “Indenture Trustee”). 


          Each party agrees as follows for the benefit of the other party and the equal and ratable benefit of the Holders of the Issuer’s Class A-1 2.88363% Auto Loan Asset Backed Notes (the
“Class A-1 Notes”), Class A-2 3.58% Auto Loan Asset Backed Notes (the “Class A-2 Notes”), Class A-3 4.28% Auto Loan Asset Backed Notes (the “Class A-3 Notes”) and Class A-4 4.71% Auto Loan Asset Backed Notes (the “Class A-4 Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”) and Class B 7.14% Auto Loan Asset Backed Notes (the “Class B Notes” and together with the Class A Notes, the “Notes”). 


GRANTING CLAUSE


          The Issuer, to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction except as
set forth herein, and to secure compliance with the provisions of this Indenture, hereby Grants in trust to the Indenture Trustee on the Closing Date, as trustee for the benefit of the Noteholders, all of the Issuer’s right, title and interest,
whether now owned or hereafter acquired, in and to (i) the Trust Estate and (ii) all present and future claims, demands, causes and choses in action in respect of any or all of the Trust Estate and all payments on or under and all proceeds of every
kind and nature whatsoever in respect of any or all of the Trust Estate, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, securities, financial assets and other property which
at any time constitute all or part of or are included in the proceeds of any of the Trust Estate (collectively, the “Collateral”). 


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


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


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












ARTICLE I  DEFINITIONS AND INCORPORATION BY REFERENCE


          SECTION 1.1  Definitions.  Except as otherwise specified herein or the context may
otherwise require, capitalized terms are used in this Indenture as defined in Appendix A to the Sale and Servicing Agreement, dated as of July 23, 2008 (as amended, modified or
supplemented from time to time, the “Sale and Servicing Agreement”), among USAA Acceptance, LLC, as Seller, the Issuer, USAA Federal Savings Bank, as Servicer, and
the Indenture Trustee. 


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


          “Commission” means the Securities and Exchange Commission. 


          “indenture securities” means the Notes. 


          “indenture security holder” means a Noteholder. 


          “indenture to be qualified” means this Indenture. 


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


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



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


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



	
2		 



















ARTICLE II  THE NOTES


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


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


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


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


          The Indenture Trustee shall, upon Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an Initial Note Balance of $227,000,000, Class A-2 Notes for original issue in an
Initial Note Balance of $259,000,000, Class A-3 Notes for original issue in an Initial Note Balance of $330,000,000, Class A-4 Notes for original issue in an Initial Note Balance of $189,520,000 and Class B Notes for original issue in an Initial
Note Balance of $28,430,000. The Note Balance of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes Outstanding at any time may not exceed such amounts except as provided in Section 2.5. 


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


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


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


	3 	 
















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


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


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


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


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


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


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



	
4		 


















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


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


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


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


          Each Class A-1 Noteholder or Class B Noteholder, by its acceptance of a Class A-1 Note or Class B Note (and each Note Owner by its acceptance of a beneficial interest in a Class A-1 Note or
Class B Note) will be deemed to have represented the following: 


          (a) Either, in the case of the Class B Notes: 


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


          (ii) (1)(a) the assets used by such purchaser or transferee to acquire the Class B Notes (or any interest therein)
constitute assets of an insurance company general account, 




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



          (b) It is, and each account (if any) for which it is purchasing Class A-1 Notes or Class B Notes is, a Person who is (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. 


          (c) It understands that any purported transfer of any Class A-1 Note or Class B Note (or any interest therein), as applicable, to any Person who does not meet the conditions of paragraphs (i) and (ii) above shall be, to the fullest extent permitted by law, void ab initio, and the purported
transferee in such transfer shall not be recognized by the Issuer or any other Person as a Class A-1 Noteholder or Class B Noteholder, as applicable, for any purpose. 


          The limitations in (b) above will not apply to the extent an applicable opinion of a nationally recognized United States federal tax counsel has been or is rendered that such Notes constitute
debt for United States federal income tax purposes. 


          Benefit Plans and persons investing on behalf of or with “plan assets” of Benefit 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: 


          (a) 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 Benefit Plan within the meaning of 29 C.F.R. §2510.3 -101(f), as modified by Section 3(42) of ERISA; 


          (b) 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 Benefit 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; 



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


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


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


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


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


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



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


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


          SECTION 2.7  Payment of Principal and Interest; Defaulted Interest. (a) Each Note
shall accrue interest at its respective Interest Rate, and such interest shall be payable on each Payment Date as specified therein, subject to Sections 3.1 and 8.2. Any installment of interest or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the
Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date. On each Payment Date, distributions to be made with respect to interest on and principal of the Book-Entry Notes will be paid to the registered
Noteholder by wire transfer in immediately available funds to the account designated by the nominee of the Clearing Agency (initially, such nominee will be Cede & Co.). Distributions to be made with respect to interest on and principal of the
Definitive Notes will be paid to the Registered Noteholder (i) if such Noteholder has provided to the Note Register appropriate written instructions at least five (5) Business Days prior to such Payment Date, by wire transfer in immediately
available funds to the account of such Noteholder or otherwise (ii) by check mailed first class mail, postage prepaid, to such registered Noteholder’s address as it appears on the Note Register on the related Record Date.  However, the final
installment of principal (whether payable by wire transfer or check) of each Note on a Payment Date, the Redemption Date or the applicable Final Scheduled Payment Date will be payable as provided below.  The funds represented by any such checks
returned undelivered shall be held in accordance with Section 3.3. 


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



	
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Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2. 


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


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


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


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



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


          (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and 




	
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interest on the Notes and the giving of instructions or directions hereunder) as the sole Noteholder, and shall have no obligation to the Note Owners; 


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


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


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


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


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



	
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such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. 


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


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


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


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


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


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




	
11		 
















and at least 90% of the Issuer’s gross income for each taxable year of the Issuer will constitute “qualifying income” under such Code provisions in the form of interest and gains from such receivables and
other qualifying income. 


ARTICLE III  COVENANTS


          SECTION 3.1  Payment of Principal and Interest. The Issuer will duly and
punctually pay the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing and subject to Section 8.2, on each Payment Date the Issuer shall cause to be paid all amounts on deposit in the Collection Account which represent Available Funds for such Payment Date, Advances made on such Payment Date pursuant to Section 4.3(c) of the Sale and Servicing Agreement and the Reserve Account Draw Amount for such Payment Date received by the Servicer during the preceding Collection Period. Amounts properly withheld
under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered to have been paid by the Issuer to such Noteholder for all purposes of this Indenture.  Interest accrued on the Notes shall be due and
payable on each Payment Date. The final interest payment on each Class of Notes is due on the earlier of (a) the Payment Date (including any Redemption Date) on which the principal amount of that Class of Notes is reduced to zero or (b) the
applicable Final Scheduled Payment Date for that Class of Notes. 


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


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


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



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


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


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


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


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


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



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


          (e) Subject to applicable laws with respect to the escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any
Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and distributed by the Indenture Trustee to the Issuer upon receipt of an Issuer Request and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such payment, shall at
the reasonable expense and direction of the Issuer cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which date shall not be less than 30 days from the date of
such



	
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publication, any unclaimed balance of such money then remaining shall be distributed to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction of and at the expense of the Issuer, any other
reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and
payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Noteholder). 


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


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


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


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


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


          (d) enforce any of the Collateral; or 


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


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



	
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Document, the Issuer shall not be required to notify any insurer with respect to any Insurance Policy or about any aspect of the transactions contemplated by the Transaction Documents.



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


          (b) On or before April 30th of each calendar year, beginning with April 30, 2009, the Issuer shall furnish to the
Indenture Trustee an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents, and with respect to the filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture, and reciting the details of such actions
or referring to prior Opinions of Counsel in which such details are given or (ii) no such action is necessary to maintain such lien and security interest.  Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling
of this Indenture, any indentures supplemental hereto and any other requisite documents and the filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security
interest of this Indenture until April 30 in the following calendar year. 


          SECTION 3.7  Performance of Obligations; Servicing of Receivables.  (a)  The
Issuer shall not take any action and shall use its reasonable efforts not to permit any action to be taken by others, including the Administrator, that would release any Person from any of such Person’s material covenants or obligations under
any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered
by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Documents or such other instrument or agreement. 


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


          (c) The Issuer shall, and shall cause the Administrator and the Servicer to, punctually perform and observe all of its respective obligations and agreements contained in this Indenture, the
other Transaction Documents and the instruments and agreements included in the Collateral, including but not limited to preparing (or causing to prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements
required to be filed by the terms of this Indenture and the other Transaction Documents in accordance with and within the time



	
15		
 	

















periods provided for herein and therein.  Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof other than in
accordance with the amendment provisions set forth in such Transaction Document. 


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


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


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



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


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


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


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


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


          SECTION 3.9  Annual Compliance Statement. 


          (a) The Issuer shall deliver to the Indenture Trustee on or before April 30th of each calendar year beginning with
April 30, 2009, 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 





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

(b) The Issuer shall: 


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


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


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



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


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


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



	
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(iv) make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty). 


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


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


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


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



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


ARTICLE IV  SATISFACTION AND DISCHARGE


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


          (a) all Notes theretofore authenticated and delivered (other than (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (2)



	
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Notes for which payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; 


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


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


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


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


ARTICLE V  REMEDIES


          SECTION 5.1  Events of Default.  The occurrence and continuation of any one of the
following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body) shall constitute a default under this Indenture (each, an “Event of Default”): 


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


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


          (c) any failure by the Issuer to duly observe or perform in any material respect any of its material covenants or agreements made in this Indenture (other than a covenant or agreement, a
default in the observance or performance of




	
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which is elsewhere in this Section specifically dealt with), which failure materially and adversely affects the interests of the Noteholders, and such failure shall continue unremedied for a period of 60 days after there
shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or by Noteholders evidencing at least a majority of the Outstanding Note Balance, a written notice specifying such failure and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder; 


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



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




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


          SECTION 5.2  Acceleration of Maturity; Waiver of Event of Default. (a) Except as
set forth in the last sentence of this Section 5.2(a), if an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee may, or if
directed by the Noteholders representing not less than a majority of the Note Balance of the Controlling Class shall, or the Noteholders of at least a majority of the Note Balance of the Controlling Class may declare all the Notes to be immediately
due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid Note Balance of such Notes, together with accrued and unpaid interest thereon through the date of
acceleration, shall become immediately due and payable. For the avoidance of doubt, except as set forth in the following sentence, if an Event of Default should occur and be continuing, and all distributions pursuant to clause (i) though (ix) of Section 4.4 of the Sale and
Servicing Agreement can be made, the Noteholders may elect not to declare all of the Notes to be immediately due and payable.  If an Event of Default specified in Section 5.1(e) occurs, all unpaid principal, together with all accrued and unpaid interest thereon, of all Notes, and all other amounts payable hereunder, shall automatically become due and payable without any declaration or other act on the part of
the Indenture Trustee or any Noteholder. 


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



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


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



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


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


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


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


          (c) If an Event of Default shall have occurred and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether
for


	
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the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture
Trustee by this Indenture or by law. 


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


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


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


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


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


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


	
22		
 	

















Trustee except as a result of negligence, bad faith or willful misconduct, and any other amounts due the Indenture Trustee under Section 6.7.



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


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


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


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


          (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then
payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes monies adjudged due; 


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


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


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



provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral following an
Event of Default unless (A) the Holders of 100% of the Note Balance of the


	
23		
 	

















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


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


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


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


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


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


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



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




	
24		
 	

















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


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


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



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



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


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


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


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


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


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



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


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


          SECTION 5.5  Optional Preservation of the Collateral. If the Notes have been
declared or are automatically due and payable under Section 5.2 following an Event of Default and such declaration or automatic occurrence and its consequences have not been
rescinded and annulled,


	
25		
 	

















if permitted hereunder, the Indenture Trustee may, but need not, elect to maintain possession of the Trust Estate and continue to apply the proceeds thereof in accordance with Section
5.4(b). It is the intent of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such
intent into account when determining whether or not to maintain possession of the Collateral. In determining whether to maintain possession of the Collateral, the Indenture Trustee may (at other than its own expense), but need not, obtain and rely
upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral for such purpose. 


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


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


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


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


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


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


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


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


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


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


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


          SECTION 5.9  Rights and Remedies Cumulative. No right or remedy herein conferred
upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise shall not prevent the concurrent assertion or employment of any other appropriate right or
remedy. 


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


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



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


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


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


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



          (e) such direction shall be in writing;



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


          SECTION 5.12  Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.2, the Holders of Notes of not less than a majority of the Note Balance of the Controlling Class, may waive
any past Default or Event of Default and its consequences except a Default (a) in payment of principal of or interest on any of the Notes, (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of
each Noteholder or (c) arising from an Insolvency Event with respect to the Issuer. In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. 


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


          SECTION 5.13  Undertaking for Costs.  All parties to this Indenture agree, and
each Noteholder by such Noteholder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the
Indenture Trustee for any action taken, suffered or omitted by it as the Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess


	
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reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions
of this Section shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Note Balance or (c) any
suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption
Date). 


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


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


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


          (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing) of the Holders of a majority of the
Note


	
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Balance of the Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Agreement or against
the Seller or the Bank under the Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Servicer or the Bank of each of their obligations to the Issuer thereunder and to
give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement or the Purchase Agreement, as applicable, and any right of the Issuer to take such action shall be suspended. 


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


ARTICLE VI  THE INDENTURE TRUSTEE


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


          (b) Except during an Event of Default: 


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


          (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions 




	
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which by any provisions hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 


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


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



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


          (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received from Noteholders in accordance with the terms of this Indenture Section 5.11; 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 Section 9.21 of the Sale and Servicing Agreement. 



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


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


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



          (g) No provision of this Indenture or any other Transaction Document shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or


	
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powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in
this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee
shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. 


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


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


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


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


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


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


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


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


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


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


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


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


          SECTION 6.3  Individual Rights of the Indenture Trustee. Subject to Section 310 of
the TIA, the Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Seller, the Owner Trustee, the Administrator and their respective Affiliates with the same rights it
would have if it were not the Indenture Trustee, and the Seller, the Owner Trustee, the Administrator and their respective Affiliates may maintain normal commercial banking and investment banking relationships with the Indenture Trustee and its
Affiliates. Any Paying Agent, Note Registrar, co-registrar, co-paying agent, co-trustee or separate trustee may do the same with like rights. However, the Indenture Trustee must comply with Section
6.11. 


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


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


	
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long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders. 


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


          SECTION 6.7  Compensation and Indemnity.  The Issuer shall cause the Servicer
pursuant to the Sale and Servicing Agreement to agree, (i) to pay to the Indenture Trustee from time to time such compensation as the Servicer and the Indenture Trustee shall from time to time agree in writing for services rendered by the Indenture
Trustee hereunder in accordance with a fee letter between the Servicer and the Indenture Trustee, (ii) to reimburse the Indenture Trustee for all reasonable expenses, advances and disbursements incurred by it in connection with the performance of
its duties as Indenture Trustee and (iii) to indemnify the Indenture Trustee, its directors, officers and agents for, and hold it harmless against, any and all loss, liability or expense (including reasonable attorneys’ fees and disbursements)
incurred by it in connection with the administration of the trust or trusts hereunder or the performance of its duties as Indenture Trustee, including but not limited to the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties hereunder.  The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Indenture Trustee shall notify the
Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or
shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Servicer to, pay the fees and expenses of such counsel.  The Indenture Trustee shall not be indemnified
by the Administrator, the Issuer, the Seller or the Servicer against any loss, liability or expense incurred by it or arising from (i) The Bank of New York Mellon’s own willful misconduct, negligence or bad faith, (ii) the inaccuracy of any
representation or warranty expressly made by The Bank of New York Mellon in its individual capacity or any representation or warranty made by The Bank of New York Mellon in accordance with Sections
9.20, 9.21 or 9.22 of the Sale and Servicing Agreement or (iii)
taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Indenture Trustee. 


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


          SECTION 6.8  Removal, Resignation and Replacement of the Indenture Trustee.  The
Indenture Trustee may resign at any time by so notifying the Issuer, the Administrator, the


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


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


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


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


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



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


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


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


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


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



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


          SECTION 6.9  Successor Indenture Trustee by Merger. Subject to Section 6.11, if the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or
banking association, the resulting,


	
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surviving or transferee corporation without any further act shall be the successor Indenture Trustee, provided, that such corporation or banking
association shall be otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall provide each Rating Agency and the Administrator written notice of any
such consolidation, merger, conversion or transfer within one Business Day of the effectiveness of such transaction. 


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


          SECTION 6.10  Appointment of Co-Indenture Trustee or Separate Indenture Trustee.
(a) Notwithstanding any other provisions of this Indenture, at any time, after delivering written notice to the Administrator, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time
be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees,
of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee
under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section
6.8. 


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


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


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



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



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


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


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


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


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


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


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



	
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ARTICLE VII  NOTEHOLDERS’ LISTS AND REPORTS


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


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


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


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


          SECTION 7.3  Reports by the Indenture Trustee.  If required by TIA Section 313(a),
within 60 days after each March 31, beginning with March 31, 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). 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


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


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


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


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


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


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


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


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


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



          SECTION 8.3  General Provisions Regarding Accounts.  (a) The funds in the Trust
Accounts shall be invested in Permitted Investments in accordance with and subject to Section 4.1(b) of the Sale and Servicing Agreement and all interest and investment income
(net of losses and investment expenses) on funds on deposit (i) in the Collection Account shall be distributed in accordance with the provisions of Section 3.7 of the Sale and
Servicing Agreement and (ii) in



	
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the Reserve Account shall be distributed in accordance with the provisions of Sections 4.3(b) and (d) of the Sale and Servicing Agreement. The Indenture Trustee shall not be directed to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the
security interest Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person.


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


          (c) If (i) investment directions shall not have been given in writing by the Servicer in accordance with Section 4.1(b)
of the Sale and Servicing Agreement for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 a.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day or
(ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.2 or (iii) if the Notes shall have been declared due and payable following an Event of Default and amounts collected or received from the Trust Estate are being applied in accordance with Section
5.4 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in
accordance with the standing instructions most recently given by the Servicer or should that for any reason not be possible such funds shall be held uninvested. 


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


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


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


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


ARTICLE IX  SUPPLEMENTAL INDENTURES


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


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


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


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


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


          (v) to cure any ambiguity, to correct or to supplement any provision herein or in any supplemental indenture which may be
inconsistent with any other provision herein or



	
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in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Noteholders; 


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


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


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



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


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


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


          SECTION 9.2  Supplemental Indentures with Consent of Noteholders. The Issuer and
the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Note Balance of the Controlling Class, by Act of such
Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of


	
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adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: 


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


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


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


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


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


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


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



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



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


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


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


          SECTION 9.3  Execution of Supplemental Indentures.  In executing, or permitting
the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Indenture
Trustee shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to the execution and delivery by the Indenture Trustee of such Supplemental
Indenture have been satisfied. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or
otherwise. 


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


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


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


	
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Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes. 


ARTICLE X  REDEMPTION OF NOTES


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


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


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


          All notices of redemption shall state:


          (i) the Redemption Date; 


          (ii) the Redemption Price; 


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


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


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



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


          SECTION 10.3  Notes Payable on Redemption Date. The Notes to be redeemed shall,
following notice of redemption as required by Section 10.2 (in the case of redemption pursuant to Section 10.1), on the Redemption Date become due and payable at the Redemption Price and 


	
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(unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the
Redemption Price. 


ARTICLE XI  MISCELLANEOUS


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


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


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


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


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


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




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


          (ii) Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or
stating the opinion of any signer thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Indenture Trustee an Independent Certificate as
to the same matters, if the fair value in accordance with



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


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


          (iv) Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or
stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Issuer shall also furnish to the
Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property other than Purchased Receivables, or securities released from the lien of this Indenture since the
commencement of the then current calendar year, as set forth in the certificates required by clause (iii) above and this clause
(iv), equals 10% or more of the Outstanding Note Balance, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related
Officer’s Certificate is less than $25,000 or less than one percent of the then Outstanding Note Balance. 


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



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


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


	
47		
	
















officer or officers of the Servicer, the Seller, the Administrator or the Issuer, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller, the Administrator or the
Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or representations with respect to such matters are erroneous. 


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


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


          SECTION 11.3  Acts of Noteholders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by
agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the
Issuer.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders
signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section
6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section. 


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


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


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



          SECTION 11.4  Notices. All demands, notices and communications hereunder shall be
in writing and shall be delivered or mailed by registered or certified first-class United States


	
48		
 
















mail, postage prepaid, hand delivery, prepaid courier service, or by facsimile, and addressed in each case as specified on Schedule II to the Sale and
Servicing Agreement or at such other address as shall be designated by any of the specified addressees in a written notice to the other parties hereto. Delivery shall occur only upon receipt or reported tender of such communication by an officer of
the recipient entitled to receive such notices located at the address of such recipient for notices hereunder. 


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



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


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


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


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



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


	
49		
 

















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


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


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


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


          SECTION 11.11  [RESERVED]


          SECTION 11.12  Legal Holidays. In any case where the date on which any payment is
due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the
date on which nominally due, and no interest shall accrue for the period from and after any such nominal date. 


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


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


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


          SECTION 11.16  Trust Obligation. Each Noteholder or Note Owner, by acceptance of a
Note, or, in the case of a Note Owner or a beneficial interest in a Note, by accepting the benefits of this Indenture, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the
Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their respective
individual


	
50		
 
















capacities, (ii) any Certificateholder or any other owner of a beneficial interest in the Issuer, (iii) the Servicer, the Administrator or the Seller or (iv) any partner, owner, beneficiary, agent, officer, director,
employee, successor or assign of any Person described in clauses (i), (ii) and (iii) above, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and
except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.



          SECTION 11.17  No Petition.  Each of the Indenture Trustee, by entering into this
Indenture, and each Noteholder and Note Owner, by accepting a Note or, in the case of a Note Owner, a beneficial interest in a Note, hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all
obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties, (i) such party shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other
Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment
of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking
possession by any such official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its creditors generally, any party hereto or any other creditor of such
Bankruptcy Remote Party, and (ii) none of the parties hereto shall commence, join or institute against, with any other Person, any Proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, arrangement, liquidation or
insolvency law or statute now or hereafter in effect in any jurisdiction.


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


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


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


          (a) submits for itself and its property in any legal action or Proceeding relating to this Indenture or any documents executed and delivered in connection herewith, or for recognition and
enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of


	
51		
 
















the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; 


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


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


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


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


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


	
52		
 
















accepting the benefits of this Indenture, hereby further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section and the terms of this Section may be enforced by an action for specific
performance. The provisions of this Section will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Indenture. 


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


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


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


[Remainder of Page Intentionally Left Blank]


	
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          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 2008-3 



By: Wells Fargo Delaware Trust Company, not in its 

individual capacity but solely as Owner Trustee 



By:    /s/ Sandra Battaglia                      

Name: Sandra Battaglia 

Title: Vice President 

   

   




	
S-1		
 

















  
THE BANK OF NEW YORK MELLON, not in its 

individual capacity but solely as Indenture Trustee 



By:      /s/ Michael Burack                     

Name: Michael Burack 

Title: Assistant Treasurer 

   

   

   





	
S-2		
 


















SCHEDULE I


PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS


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


General


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


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


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


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


Creation


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


Perfection


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


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


	
I - 1		
 






















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


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


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


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


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


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


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


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


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


Priority


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


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


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




	
I - 2		
 
















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


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


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


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


Survival of Perfection Representations


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


No Waiver


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


Issuer to Maintain Perfection and Priority


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


	
I - 3		
 

















Exhibit A 



FORMS OF NOTES
















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

	REGISTERED 	 	$
    ________________________1 
	No. R-______________ 	 	CUSIP NO. _________________
	 	 	ISIN. ________________



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


          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. 


          [FOR THE CLASS A NOTES: EACH CLASS A NOTEHOLDER , BY ITS ACCEPTANCE OF A CLASS A NOTE (AND EACH NOTE OWNER, BY ITS ACCEPTANCE OF A BENEFICIAL INTEREST IN A CLASS A NOTE) WILL BE DEEMED TO HAVE
REPRESENTED THAT (X) IT IS NOT, AND IS NOT ACQUIRING A CLASS A NOTE ON BEHALF OF, OR WITH “PLAN ASSETS” (AS DETERMINED UNDER DEPARTMENT OF LABOR REGULATION §2510.3 -101 (AS MODIFIED BY SECTION 3(42) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED 


          (“ERISA”), OR OTHERWISE) OF, A BENEFIT PLAN, OR ANY GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR RETIREMENT ARRANGEMENT THAT IS SUBJECT
TO A LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“SIMILAR LAW”), OR (Y) ITS ACQUISITION AND HOLDING
OF THE CLASS A NOTE SATISFY THE REQUIREMENTS FOR RELIEF UNDER PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23,
THE SERVICE PROVIDER EXEMPTION PROVIDED UNDER SECTION 408(B)(17) OF ERISA AND SECTION 4975(D)(20) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR A SIMILAR EXEMPTION, OR, IN THE CASE OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO SIMILAR LAW, DOES NOT
RESULT IN A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW.] 


          [FOR THE CLASS B NOTES: THE CLASS B NOTES MAY BE ACQUIRED ONLY IF EITHER: (A) FOR THE ENTIRE PERIOD DURING WHICH SUCH PURCHASER OR 


 

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


	
A - 2		
 
















TRANSFEREE HOLDS ITS INTEREST IN THE CLASS B NOTES, NO PORTION OF SUCH PURCHASER’S OR TRANSFEREE’S ASSETS CONSTITUTES ASSETS OF ANY BENEFIT PLAN OR ANY GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS
SUBJECT TO A LAW THAT IS SIMILAR TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“SIMILAR
LAW”); OR (B) (1) (A) THE ASSETS USED BY SUCH PURCHASER OR TRANSFEREE TO ACQUIRE THE CLASS B NOTES (OR ANY INTEREST THEREIN) CONSTITUTE ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT, (B) FOR THE ENTIRE
PERIOD DURING WHICH SUCH PURCHASER OR TRANSFEREE HOLDS ITS INTEREST IN THE CLASS B NOTES, LESS THAN 25% OF THE ASSETS OF SUCH INSURANCE COMPANY GENERAL ACCOUNT WILL CONSTITUTE “PLAN ASSETS” OF ANY BENEFIT PLAN, (C) NEITHER SUCH PURCHASER
OR TRANSFEREE NOR ANY AFFILIATE IS A CONTROLLING PERSON OF THE ISSUER AND (D) THE ACQUISITION AND HOLDING OF THE CLASS B NOTES BY SUCH PURCHASER OR TRANSFEREE WILL SATISFY THE REQUIREMENTS OF SECTION I OF PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 95-60 AND WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, OR (2) IF SUCH PURCHASER OR TRANSFEREE IS A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY SIMILAR LAW, THE ACQUISITION AND HOLDING OF THE CLASS B NOTES BY SUCH PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE A NONEXEMPT
VIOLATION OF ANY APPLICABLE SIMILAR LAW.]


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


USAA AUTO OWNER TRUST 2008-3


[CLASS A-1 2.88363%] [CLASS A-2 3.58%] [CLASS A-3 4.28%]

[CLASS A-4 4.71%] [CLASS B 7.14%] 

AUTO LOAN ASSET BACKED NOTES 


          USAA Auto Owner Trust 2008-3, a statutory trust organized and existing under the laws of the State of Delaware
(including any successor, the “Issuer”), for value received,
hereby promises to pay to [______
], or registered assigns, the principal sum of [___] DOLLARS
($[___]), in monthly installments on the 15th of each month, or if such day is
not a Business Day, on the immediately succeeding Business Day, commencing on
August 15, 2008 (each, a “Payment
Date”) until the principal of this Note is paid or made available for payment, and to pay interest on each Payment Date on the Class [A-1] [A-2] [A-3] [A-4] [B] Note Balance as of the preceding Payment Date
(after giving effect to all payments of principal made on the preceding Payment Date), or as of the Closing Date in the case of the first Payment Date, at the rate per annum shown above (the “Interest
Rate”), in each case as and to the extent set forth in Sections 2.7, 3.1, 5.4(b) and 8.2 of the Indenture and Section
4.4 of the Sale and Servicing


	
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Agreement; provided, however, that the entire Class [A-1] [A-2] [A-3] [A-4]
[B] Note Balance shall be due and payable on the earliest of (i) [___] (the “Final Scheduled Payment Date”), (ii) the Redemption Date, if any, pursuant to
Section 10.1 of the Indenture and (iii) the date the Notes are accelerated after an Event of Default pursuant to Section 5.2 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the preceding Payment Date (or, in the case of the initial Payment Date, from and including the Closing Date) to but excluding such
Payment Date. Interest will be computed on the basis of [Class A-1: actual days elapsed and a 360-day year][Class A-2, A-3, A-4 and B: a 360-day year of twelve 30-day months]. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof. 


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


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


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


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

Dated: [ ], 2008

USAA AUTO OWNER TRUST 2008-3 



By: WELLS FARGO DELAWARE TRUST 

 COMPANY, not in its individual capacity but 

solely as Owner Trustee 



By:   _____________________________________

Name:  ____________________________________

Title:   ____________________________________




	
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INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


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

	
Dated: [
], 2008		 		 	
	 	
	 		 		
THE BANK OF NEW YORK MELLON,	
	 		 		
not in its individual capacity but solely as Indenture	
	 		 		
Trustee	
	 	
	 	
	 	
	 		 		
By:		 
	 		 		
                                  Authorized Signatory	





	
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[REVERSE OF NOTE]


          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [Class A-1 2.88363%] [Class A-2 3.58%] [Class A-3 4.28%] [Class A-4 4.71%] [Class B 7.14%] Auto Loan
Asset-Backed Notes (herein called the “Class [A-1] [A-2] [A-3] [A-4] [B] Notes” or the “Notes”), all issued under an Indenture dated as of July 23, 2008  (such Indenture, as supplemented or amended, is herein called the “Indenture”), between
the Issuer and The Bank of New York Mellon, a banking corporation organized under the laws of the State of New York, not in its individual capacity but solely as trustee (the “Indenture
Trustee”), which term includes any successor Indenture Trustee under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture and the Sale and Servicing Agreement. All terms used in this Note that are not otherwise defined herein
and that are defined in the Indenture or the Sale and Servicing Agreement shall have the meanings assigned to them in the Indenture or in Appendix A of the Sale and Servicing
Agreement. 


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


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


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


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


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


          It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal, state and local income and franchise tax the Class A-1 Notes, the Class A-2
Notes, the Class A-3 Notes and the Class A-4 Notes will qualify as indebtedness of the Issuer (except for Notes owned by the sole owner of the Certificate or a person considered to be the same person as such owner for U.S. federal tax purposes). The
Noteholders, by acceptance of a Note, agree to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as indebtedness of the Issuer. 


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


	
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commencing any Proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. 


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


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

 







	
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ASSIGNMENT

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

	 	 
	 
     



	 
	FOR VALUE RECEIVED,
        the undersigned hereby sells, 
	assigns and transfers
        unto 	  

	 	(name
    and address of assignee)


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

Dated:
    _____________             ______________________________
*/ 

	 	Signature Guaranteed:

    

     

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


 


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




	
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