exv4w1






Exhibit 4.1



 

 



VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2008-2




Class A-1 2.35775% Auto Loan Asset Backed Notes




Class A-2-A 4.79% Auto Loan Asset Backed Notes

Class A-2-B LIBOR + 3.50% Auto Loan Asset Backed Notes

Class A-3-A 5.47% Auto Loan Asset Backed Notes

Class A-3-B LIBOR + 4.00% Auto Loan Asset Backed Notes

Class A-4-A 6.24% Auto Loan Asset Backed Notes

Class A-4-B LIBOR + 0% Auto Loan Asset Backed Notes




 






INDENTURE




Dated as of December 29, 2008




 






CITIBANK, N.A.,




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
	 	 	4	 
	SECTION 2.4

	 	Registration of Transfer and Exchange
	 	 	4	 
	SECTION 2.5

	 	Mutilated, Destroyed, Lost or Stolen Notes
	 	 	6	 
	SECTION 2.6

	 	Persons Deemed Owners
	 	 	7	 
	SECTION 2.7

	 	Payment of Principal and Interest; Defaulted Interest
	 	 	7	 
	SECTION 2.8

	 	Cancellation
	 	 	8	 
	SECTION 2.9

	 	Release of Collateral
	 	 	8	 
	SECTION 2.10

	 	Book-Entry Notes
	 	 	8	 
	SECTION 2.11

	 	Notices to Clearing Agency
	 	 	9	 
	SECTION 2.12

	 	Definitive Notes
	 	 	9	 
	SECTION 2.13

	 	Authenticating Agents
	 	 	10	 
	SECTION 2.14

	 	Tax Treatment
	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE III COVENANTS

	 	 	10	 
	 
	 	 	 	 	 	 
	SECTION 3.1

	 	Payment of Principal and Interest
	 	 	10	 
	SECTION 3.2

	 	Maintenance of Office or Agency
	 	 	11	 
	SECTION 3.3

	 	Money for Payments To Be Held in Trust
	 	 	11	 
	SECTION 3.4

	 	Existence
	 	 	12	 
	SECTION 3.5

	 	Protection of Collateral
	 	 	13	 
	SECTION 3.6

	 	Opinions as to Collateral
	 	 	13	 
	SECTION 3.7

	 	Performance of Obligations; Servicing of Receivables
	 	 	14	 
	SECTION 3.8

	 	Negative Covenants
	 	 	14	 
	SECTION 3.9

	 	Annual Compliance Statement
	 	 	15	 
	SECTION 3.10

	 	Restrictions on Certain Other Activities
	 	 	16	 
	SECTION 3.11

	 	Restricted Payments
	 	 	16	 
	SECTION 3.12

	 	Notice of Events of Default
	 	 	17	 
	SECTION 3.13

	 	Further Instruments and Acts
	 	 	17	 
	SECTION 3.14

	 	Compliance with Laws
	 	 	17	 
	SECTION 3.15

	 	Removal of Administrator
	 	 	17	 
	SECTION 3.16

	 	Perfection Representations, Warranties and Covenants
	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE IV SATISFACTION AND DISCHARGE

	 	 	17	 
	 
	 	 	 	 	 	 
	SECTION 4.1

	 	Satisfaction and Discharge of Indenture
	 	 	17	 
	SECTION 4.2

	 	Application of Trust Money
	 	 	18	 
	SECTION 4.3

	 	Repayment of Monies Held by Paying Agent
	 	 	18	 
	 
	 	 	 	 	 	 
	ARTICLE V REMEDIES

	 	 	18	 







					
	 
	 	i
	 	2008-2 Indenture








 









 






TABLE OF CONTENTS

(Continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	SECTION 5.1

	 	Events of Default
	 	 	18	 
	SECTION 5.2

	 	Acceleration of Maturity; Waiver of Event of Default
	 	 	19	 
	SECTION 5.3

	 	Collection of Indebtedness and Suits for Enforcement
by the Indenture Trustee
	 	 	20	 
	SECTION 5.4

	 	Remedies; Priorities
	 	 	22	 
	SECTION 5.5

	 	Optional Preservation of the Collateral
	 	 	24	 
	SECTION 5.6

	 	Limitation of Suits
	 	 	25	 
	SECTION 5.7

	 	Unconditional Rights of Noteholders to Receive Principal and Interest
	 	 	25	 
	SECTION 5.8

	 	Restoration of Rights and Remedies
	 	 	26	 
	SECTION 5.9

	 	Rights and Remedies Cumulative
	 	 	26	 
	SECTION 5.10

	 	Delay or Omission Not a Waiver
	 	 	26	 
	SECTION 5.11

	 	Control by Noteholders
	 	 	26	 
	SECTION 5.12

	 	Waiver of Past Defaults
	 	 	27	 
	SECTION 5.13

	 	Undertaking for Costs
	 	 	27	 
	SECTION 5.14

	 	Waiver of Stay or Extension Laws
	 	 	27	 
	SECTION 5.15

	 	Action on Notes
	 	 	28	 
	SECTION 5.16

	 	Performance and Enforcement of Certain Obligations
	 	 	28	 
	SECTION 5.17

	 	Sale of Collateral
	 	 	28	 
	 
	 	 	 	 	 	 
	ARTICLE VI
THE INDENTURE TRUSTEE

	 	 	29	 
	 
	 	 	 	 	 	 
	SECTION 6.1

	 	Duties of the Indenture Trustee
	 	 	29	 
	SECTION 6.2

	 	Rights of the Indenture Trustee
	 	 	30	 
	SECTION 6.3

	 	Individual Rights of the Indenture Trustee
	 	 	31	 
	SECTION 6.4

	 	The Indenture Trustee’s Disclaimer
	 	 	31	 
	SECTION 6.5

	 	Notice of Defaults
	 	 	31	 
	SECTION 6.6

	 	Reports by the Indenture Trustee to Noteholders
	 	 	32	 
	SECTION 6.7

	 	Compensation and Indemnity
	 	 	32	 
	SECTION 6.8

	 	Removal, Resignation and Replacement of the Indenture Trustee
	 	 	32	 
	SECTION 6.9

	 	Successor Indenture Trustee by Merger
	 	 	33	 
	SECTION 6.10

	 	Appointment of Co-Indenture Trustee or Separate Indenture Trustee
	 	 	34	 
	SECTION 6.11

	 	Eligibility; Disqualification
	 	 	35	 
	SECTION 6.12

	 	Preferential Collection of Claims Against the Issuer
	 	 	35	 
	SECTION 6.13

	 	Representations and Warranties
	 	 	35	 
	SECTION 6.14

	 	Communications with Indenture Trustee
	 	 	35	 
	 
	 	 	 	 	 	 
	ARTICLE VII
NOTEHOLDERS’ LISTS AND REPORTS

	 	 	36	 
	 
	 	 	 	 	 	 
	SECTION 7.1


	 	The Issuer to Furnish the Indenture Trustee Names and Addresses of Noteholders
	 	 	36	 
	SECTION 7.2

	 	Preservation of Information; Communications to Noteholders
	 	 	36	 
	SECTION 7.3

	 	Reports by the Indenture Trustee
	 	 	36	 






ii









 






TABLE OF CONTENTS

(Continued)





	 	 	 	 	 	 
	 	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES

	 	 	37
	 
	 	 	 	 	 	 
	SECTION 8.1

	 	Collection of Money
	 	 	37
	SECTION 8.2

	 	Trust Accounts
	 	 	37
	SECTION 8.3

	 	General Provisions Regarding Accounts
	 	 	37
	SECTION 8.4

	 	Release of Collateral
	 	 	38
	SECTION 8.5

	 	Opinion of Counsel
	 	 	39
	 
	 	 	 	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES

	 	 	39
	 
	 	 	 	 	 	 
	SECTION 9.1

	 	Supplemental Indentures Without Consent of Noteholders
	 	 	39
	SECTION 9.2

	 	Supplemental Indentures with Consent of Noteholders
	 	 	41
	SECTION 9.3

	 	Execution of Supplemental Indentures
	 	 	42
	SECTION 9.4

	 	Effect of Supplemental Indenture
	 	 	42
	SECTION 9.5

	 	Conformity With Trust Indenture Act
	 	 	43
	SECTION 9.6

	 	Reference in Notes to Supplemental Indentures
	 	 	43
	 
	 	 	 	 	 	 
	ARTICLE X REDEMPTION OF NOTES

	 	 	43
	 
	 	 	 	 	 	 
	SECTION 10.1

	 	Redemption
	 	 	43
	SECTION 10.2

	 	Form of Redemption Notice
	 	 	43
	SECTION 10.3

	 	Notes Payable on Redemption Date
	 	 	44
	 
	 	 	 	 	 	 
	ARTICLE XI MISCELLANEOUS

	 	 	44
	 
	 	 	 	 	 	 
	SECTION 11.1

	 	Compliance Certificates and Opinions, etc
	 	 	44
	SECTION 11.2

	 	Form of Documents Delivered to the Indenture Trustee
	 	 	46
	SECTION 11.3

	 	Acts of Noteholders
	 	 	47
	SECTION 11.4

	 	Notices
	 	 	47
	SECTION 11.5

	 	Notices to Noteholders; Waiver
	 	 	47
	SECTION 11.6

	 	Alternate Payment and Notice Provisions
	 	 	48
	SECTION 11.7

	 	Conflict with Trust Indenture Act
	 	 	48
	SECTION 11.8

	 	Effect of Headings and Table of Contents
	 	 	48
	SECTION 11.9

	 	Successors and Assigns
	 	 	48
	SECTION 11.10

	 	Severability
	 	 	48
	SECTION 11.11

	 	Benefits of Indenture
	 	 	48
	SECTION 11.12

	 	Legal Holidays
	 	 	49
	SECTION 11.13

	 	Governing Law
	 	 	49
	SECTION 11.14

	 	Counterparts
	 	 	49
	SECTION 11.15

	 	Recording of Indenture
	 	 	49
	SECTION 11.16

	 	Trust Obligation
	 	 	49
	SECTION 11.17

	 	No Petition
	 	 	49
	SECTION 11.18

	 	Intent
	 	 	50
	SECTION 11.19

	 	Submission to Jurisdiction; Waiver of Jury Trial
	 	 	50
	SECTION 11.20

	 	Subordination of Claims
	 	 	51
	SECTION 11.21

	 	Limitation of Liability of Owner Trustee
	 	 	51
	SECTION 11.22

	 	Information Requests
	 	 	52
	SECTION 11.23

	 	Limitation of Rights
	 	 	52






	 	 	 
	Schedule I	 	Perfection Representations, Warranties and Covenants

	Exhibit A	 	Forms of Notes






iii











 





     This INDENTURE, dated as of December 29, 2008 (as amended, modified or supplemented from time
to time, this “Indenture”), is between VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2008-2, a
Delaware statutory trust (the “Issuer”), and CITIBANK, N.A., a national banking
association, 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 2.35775% Auto Loan Asset Backed Notes (the
“Class A-1 Notes”), Class A-2-A 4.79% Auto Loan Asset Backed Notes (the “Class A-2-A
Notes”), Class A-2-B LIBOR + 3.50% Auto Loan Asset Backed Notes (the “Class A-2-B
Notes”), Class A-3-A 5.47% Auto Loan Asset Backed Notes (the “Class A-3-A Notes”),
Class A-3-B LIBOR + 4.00% Auto Loan Asset Backed Notes (the “Class A-3-B Notes”), Class
A-4-A 6.24% Auto Loan Asset Backed Notes (the “Class A-4-A Notes”), and Class A-4-B LIBOR +
0% Auto Loan Asset Backed Notes (the “Class A-4-B Notes”; and together with the Class A-1
Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3-A Notes, the Class A-3-B Notes,
and the Class A-4-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 and amounts payable by the Issuer to the Swap Counterparty under the
Interest Rate Swap Agreement, 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 and the Swap Counterparty, 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 and the Swap Counterparty, 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, (ii) the payment of all amounts payable by the
Issuer to the Swap Counterparty under the Interest Rate Swap Agreement and (iii) compliance with
the provisions of this Indenture, all as provided in this Indenture.



     Without limiting the foregoing Grant, any Receivable purchased by the Seller or the Servicer
pursuant to Section 2.3 or Section 3.6, respectively, of the Sale and Servicing



1









 







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. Capitalized terms are used in this Indenture as defined in
Appendix A to the Sale and Servicing Agreement, dated as of December 29, 2008 (as amended,
modified or supplemented from time to time, the “Sale and Servicing Agreement”), among
Volkswagen Auto Lease/Loan Underwritten Funding, LLC, as Seller, the Issuer, VW Credit, Inc., 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,



2









 







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.



ARTICLE II THE NOTES




     SECTION 2.1 Form. The Class A-1 Notes, A-2-A Notes, Class A-2-B Notes, Class A-3-A Notes,
Class A-3-B Notes, Class A-4-A Notes and Class A-4-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 $222,000,000, Class A-2-A Notes for original issue in
an Initial Note Balance of $169,000,000, Class A-2-B Notes for original issue in an Initial Note
Balance of $50,000,000, Class A-3-A Notes for original issue in an Initial Note Balance of
$246,000,000, Class A-3-B Notes for original issue in an Initial Note Balance of $130,000,000,
Class A-4-A Notes for original issue in an Initial Note Balance of $183,000,000 and Class A-4-B
Notes for original issue in an Initial Note Balance of $0. The Note Balance of Class A-1 Notes,
Class A-2-A Notes, Class A-2-B Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4-A Notes and
Class A-4-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



3









 







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,
of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not
inconsistent with the terms of this Indenture as the officers executing 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



4









 







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.



     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.



     By acquiring a Note, each purchaser and transferee shall be deemed to represent and warrant
that either (a) it is not acquiring such Note with the plan assets of (i) an “employee benefit
plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, (ii) a “plan” as
defined in Section 4975 of the Code, (iii) an entity deemed to hold the plan assets of any of the
foregoing (any of (i), (ii), (iii) a “Benefit Plan”) or any governmental plan, non-U.S.
plan or church plan or any other employee benefit 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 (b) (i) such Note is rated at least “BBB-” or its equivalent by a Rating Agency at the time of
purchase or transfer and (ii) the acquisition, holding and disposition of such Note will not give
rise to a nonexempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or
a nonexempt violation of any Similar Law.



     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.



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     Any Notes retained by the Issuer or a Person which is considered the same Person as the Issuer
for United States federal income tax purposes may not be transferred to another Person unless the
Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture
Trustee at such time that such Notes will be debt for United States federal income tax purposes.
In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the
Notes have original issue discount), tracking conditions such as requiring that such Notes be in
definitive registered form may be required by the Administrator as a condition to such transfer.



     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 notice to the Issuer, the Note Registrar or 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, by check mailed first-class,
postage prepaid, to such Person’s address as it appears on the Note Register on such Record Date,
except that, unless Definitive Notes have been issued pursuant to Section 2.12, with
respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately
available funds to the account designated by such nominee and except for the final installment of
principal payable with respect to such Note on a Payment Date or on the Final Scheduled Payment
Date for such Class (and except for the Redemption Price for any Note called for redemption
pursuant to Section 10.1) which shall be payable as provided below. The funds represented
by any such checks returned undelivered shall be held in accordance with Section 3.3.



     (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 Outstanding Note Balance, have declared the Notes to be
immediately due and payable in the manner provided in Section 5.2 and (ii) with respect to
any Class of Notes, on the Final Scheduled Payment Date for that Class. All principal payments on
each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The
Indenture Trustee shall notify the Person in whose name a Note is registered at the close of
business on the Record Date preceding the Payment Date on which Indenture Trustee expects that the
final installment of principal of and interest on such Note will be paid. Such notice shall be
transmitted prior to such final Payment Date and shall specify that such final installment will be
payable only upon presentation and surrender of such Note and shall specify the place where such
Note may be presented and surrendered for payment of such installment. Notices in connection with
redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.



     (c) If the Issuer defaults on a payment of interest on any Class of Notes, the Issuer shall
pay defaulted interest (plus interest on such defaulted interest to the extent lawful at the



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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 interest on
the Notes and the giving of instructions or directions hereunder) as the sole Noteholders of the
Notes, 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;



8









 





     (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



     (e) whenever this Indenture requires or permits actions to be taken based upon instructions
or directions of Noteholders evidencing a specified percentage of the aggregate outstanding
principal amount of the Outstanding Notes, 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 aggregate outstanding principal amount of the Outstanding
Notes, 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 Clearing
Agency shall notify all Note Owners and the Indenture Trustee of the occurrence of any such event
and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to
the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the
Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the
Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of
the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be
liable for any delay in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture
Trustee shall recognize the Holders of the Definitive Notes as Noteholders.



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



9









 





     Notwithstanding anything to the contrary set forth in this Section 2.12, with respect
to any Notes retained by the Issuer or a Person which is considered the same Person as the Issuer
for United States federal income tax purposes, as contemplated by the final paragraph of
Section 2.4, any Note required by the Administrator to be in definitive registered form
shall be issued as a Definitive Note to the applicable Note Owner prior to transfer thereof.



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



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



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



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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.



     (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



11









 







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 of the Issuer cause to be published once, in an Authorized Newspaper,
notice that such money remains unclaimed and that, after a date specified therein, which date shall
not be less than 30 days from the date of such publication, any unclaimed balance of such money
then remaining shall be paid 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,



12









 







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



13









 





     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 March 30th of each calendar year, beginning with March 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 (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 March 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 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.



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     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, the Swap Counterparty and each Rating
Agency, on or before March 30th of each calendar year beginning with March 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




     (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 throughout such
year, or, if there has been a default in the compliance of any such condition or



15









 







covenant, specifying each such default known to such Authorized Officer and the nature
and status thereof.



     (b) The Issuer shall:




     (i) file with 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) file with 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 the Indenture Trustee shall transmit by
mail to all Noteholders as required by TIA Section 313(c)) such summaries of any
information, documents and reports required to be filed by the Issuer pursuant to
clauses (i) and (ii) of this Section 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 (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,



16









 







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



     SECTION 3.16 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, obligations
and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee
under Section 6.7 and the obligations of the Indenture Trustee under Section 4.2)
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:



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     (a) either (i) all Notes theretofore authenticated and delivered (other than (1) Notes that
have been destroyed, lost or stolen and that have been replaced or paid as provided in Section
2.5 and (2) Notes for which payment money has theretofore been deposited in trust or segregated
and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust,
as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation
or (ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation (1) have
become due and payable, (2) will become due and payable at the Final Scheduled Payment Date within
one year, or (3) are to be called for redemption within one year under arrangements satisfactory to
the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name,
and at the expense, of the Issuer, and the Issuer, in the case of clauses (1), (2)
or (3), has irrevocably deposited or caused to be irrevocably deposited with the Indenture
Trustee cash or direct obligations of or obligations guaranteed by the United States (which will
mature prior to the date such amounts are payable), in trust for such purpose, in an amount
sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to
the Indenture Trustee for cancellation, when due, to the Final Scheduled Payment Date or Redemption
Date (if Notes shall have been called for redemption pursuant to Section 10.1), as the case
may be;



     (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer,
including, without limitation, all amounts owed to the Swap Counterparty, including all Swap
Termination Payments owed to the Swap Counterparty under the Interest Rate Swap Agreement; 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.



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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 when the same becomes
due and payable, and such default shall continue for a period of five Business Days;




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




     (c) any failure by the Issuer to duly observe or perform in any material
respect any of its material covenants or agreements made in this Indenture (other
than a covenant or agreement, a default in the observance or performance of which is
elsewhere in this Section specifically dealt with), which failure materially and
adversely affects the interests of the Noteholders, and such failure shall continue
unremedied for a period of 90 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 aggregate outstanding principal amount of the
Outstanding Notes, 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 90 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 aggregate outstanding principal amount of the Outstanding Notes, 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) a Bankruptcy 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 120 days will not constitute an Event
of Default if that delay or failure was caused by force majeure or other similar occurrence.




     SECTION 5.2 Acceleration of Maturity; Waiver of Event of Default. (a) Except as set forth in
the following sentence, 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 Outstanding Note Balance, shall declare all the Notes to be immediately due and
payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by
Noteholders), and upon any such declaration the unpaid principal amount of such



19









 







Notes, together with accrued and unpaid interest thereon through the date of acceleration,
shall become immediately due and payable. If an Event of Default specified in Section
5.1(e) occurs, all unpaid principal, together with all accrued and unpaid interest thereon, of
all Notes, and all other amounts payable hereunder, shall automatically become due and payable
without any declaration or other act on the part of the Indenture Trustee or any Noteholder.



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




     (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to
pay (A) all payments of principal of and interest on all Notes and all other amounts that
would then be due hereunder or upon such Notes if the Event of Default giving rise to such
acceleration had not occurred, (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 (C) any Net Swap Payments and any Swap
Termination Payments then due and payable to the Swap Counterparty under the Interest Rate
Swap Agreement; 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
when the same becomes due and payable, and such default continues for a period of five days, or
(ii) default is made in the payment of the principal of or any installment of the principal of any
Note when the same becomes due and payable, the Issuer will, upon demand of the Indenture Trustee
in writing as directed by a majority of the Outstanding Note Balance, 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.




20












 





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



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



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




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



21









 






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




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



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



     (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 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;



22









 






     (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 Outstanding Note Balance and
the Swap Counterparty 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 and all amounts due to the Swap Counterparty under the Interest Rate Swap
Agreement 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 Outstanding Note Balance and the Swap Counterparty. 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 Bankruptcy 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 and the Notes have been accelerated, 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 Owner Trustee fees with respect to prior periods)
and reasonable expenses and indemnity payments which have not previously been paid;
provided, that aggregate expenses payable to the Indenture Trustee and the Owner Trustee
pursuant to this clause (i) shall be limited to $100,000 per annum in the aggregate;




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



23









 






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




     (iv) fourth, to the Swap Counterparty, any due and unpaid Net Swap Payments;




     (v) fifth, pro rata, (A) to the Swap Counterparty for any due and unpaid Senior Swap
Termination Payments and (B) to the Noteholders, for payment to each respective Class of
Noteholders, the Accrued Note Interest; provided, that if there are not sufficient funds
available to pay the entire amount of the Accrued Note Interest, the amount available shall
be applied to the payment of such interest on each Class of Notes on a pro rata basis based
on the amount of interest payable to each Class of Notes;




     (vi) sixth, 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;




     (vii) seventh, 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 Notes have been paid in full;




     (viii) eighth, to the Swap Counterparty, any due and unpaid Subordinated Swap
Termination Payments;




     (ix) ninth, 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




     (x) tenth, 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.



     Prior to an acceleration of the Notes after an Event of Default, if the Indenture Trustee
collects any money or property pursuant to this Article V, such amounts shall be deposited
into the Collection Account and distributed in accordance with Section 4.4 of the Sale and
Servicing Agreement and Section 8.2 hereof.



     SECTION 5.5 Optional Preservation of the Collateral. If the Notes have been declared or are
automatically due and payable under Section 5.2 following an Event of Default and such
declaration or automatic occurrence and its consequences have not been rescinded and annulled, if
permitted hereunder, the Indenture Trustee may, but need not, elect to maintain possession of the
Trust Estate and continue to apply the proceeds thereof in accordance with Section 5.4(b).
It is the intent of the parties hereto and the Noteholders that there be at all times sufficient
funds for the payment of principal of and interest on the Notes and amounts due to the Swap
Counterparty under the Interest Rate Swap Agreement and the Indenture Trustee shall take such
intent into



24









 







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, 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 Outstanding Note Balance 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
Outstanding Note Balance, the Indenture Trustee in its sole discretion may determine what action,
if any, shall be taken, notwithstanding any other provisions of this Indenture.



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



     SECTION 5.7 Unconditional Rights of Noteholders to Receive Principal and Interest.
Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the



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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, the Swap Counterparty 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
Outstanding Note Balance, shall have the right to direct the time, method and place of conducting
any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or with
respect to the exercise of any trust or power conferred on the Indenture Trustee; provided, that




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




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



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     (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 aggregate outstanding principal amount of the Outstanding Notes 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 Outstanding Note Balance, 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 a Bankruptcy Event with respect to the Issuer. In
the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be
restored to their former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any right consequent
thereto.



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



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



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     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 VCI, 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 VCI 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 VCI, 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 Outstanding
Note Balance 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 VCI 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 VCI 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.



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     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 shall publish a notice in
an Authorized Newspaper stating that the Indenture Trustee 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 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 may from time to time postpone any sale by public announcement
made at the time and place of such sale. The Indenture Trustee 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 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.



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) Prior to the occurrence of an Event of Default:




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




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



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     (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; and




     (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 by it pursuant to
Section 5.11.



     (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
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.



     (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 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



30









 







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.



     (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.



     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 or the
Notes, shall not be accountable for the Issuer’s use of the proceeds from the Notes, and shall not
be responsible for any statement of the Issuer in the Indenture 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



31









 







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



     SECTION 6.6 Reports by the Indenture Trustee to Noteholders. The Indenture Trustee, at the
expense of the Issuer, shall deliver 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, (i) 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) reimburse the Indenture Trustee for all reasonable
expenses, advances and disbursements reasonably incurred by it in connection with the performance
of its duties as Indenture Trustee and (iii) indemnify the Indenture Trustee for, and hold it
harmless against, any and all loss, liability or expense (including reasonable attorneys’ fees)
incurred by it in connection with the administration of the trust or trusts hereunder or the
performance of its duties as Indenture Trustee. 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 Transferor or the Servicer against
any loss, liability or expense incurred by it through its own willful misconduct, negligence or bad
faith, except that the Indenture Trustee shall not be liable (i) for any error of judgment made by
it in good faith unless it is proved that the Indenture Trustee was negligent in ascertaining the
pertinent facts, (ii) with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it from the Noteholders in accordance with the terms of
this Indenture and (iii) for interest on any money received by it except as the Indenture Trustee
and the Issuer may agree in writing.



     The compensation and indemnity obligations to the Indenture Trustee pursuant to this Section
shall survive 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 Swap Counterparty, the
Administrator, the Servicer and each Rating Agency. The Holders of a majority of the



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Outstanding Note Balance 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 remove the Indenture Trustee if:




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




     (b) a Bankruptcy 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 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, the Swap Counterparty 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 Outstanding Note Balance 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 outgoing Indenture Trustee.



     Notwithstanding the resignation or removal of the Indenture Trustee pursuant to this Section,
the Issuer’s and the Administrator’s obligations under Section 6.7 shall continue for the
benefit of the retiring Indenture Trustee.



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



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



34









 






     (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 national banking association duly organized, validly
existing and in good standing under the laws of the United States of America; 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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     SECTION 6.14 Communications with Indenture Trustee. Notwithstanding anything to the contrary
contained herein, any and all communications (both text and attachments) by or from the Indenture
Trustee under the Transaction Documents that the Indenture Trustee in its sole discretion deems to
contain confidential, proprietary, and/or sensitive information and sent by electronic mail will be
encrypted. The recipient of the email communication will be required to complete a one-time
registration process. Information and assistance on registering and using the email encryption
technology can be found at Citibank, N.A.’s secure website at
www.citigroup.com/citizen/privacy/email.htm or by calling (866) 535-2504 (in the U.S.) or (904)
954-6181 at any time.



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 aggregate outstanding principal amount of the Outstanding
Notes 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



36









 







Section 313(b). A copy of each report at the time of its mailing to Noteholders shall be
filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the
Notes are listed. The Issuer shall notify the Indenture Trustee if and when the Notes are listed
on any stock exchange.



ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES




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



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



     (b) On or before each Payment Date, the Issuer shall cause (i) the Servicer to deposit all
Collections and Advances and (ii) the Servicer, the Seller or VCI, 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) Prior to the acceleration of the Notes pursuant to Section 5.2 of this Indenture,
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-A Notes and Class A-2-B Notes, ratably,
until the Class A-2-A Notes and Class A-2-B Notes are paid in full;




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



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     (iv) fourth, to the Holders of the Class A-4-A Notes and Class A-4-B Notes, ratably,
until the Class A-4-A Notes and Class A-4-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 and the Principal
Distribution Account shall be distributed in accordance with the provisions of Section 3.7
of the Sale and Servicing Agreement and (ii) in the Reserve Account shall be distributed in
accordance with the provisions of Sections 4.3(b) and (d) of the Sale and Servicing
Agreement. The Indenture Trustee shall not be directed to make any investment of any funds or to
sell any investment held in any of the Trust Accounts unless the security interest Granted and
perfected in such account will continue to be perfected in such investment or the proceeds of such
sale, in either case without any further action by any Person, and, in connection with any
direction to the Indenture Trustee to make any such investment or sale, if requested by the
Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel,
acceptable to the Indenture Trustee, to such effect.



     (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held
liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any
Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s
failure to make payments on 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.



     SECTION 8.4 Release of Collateral. (a) Subject to the payment of its fees and expenses
pursuant to Section 6.7, 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.



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



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



     SECTION 8.5 Opinion of Counsel. The Indenture Trustee shall receive at least seven 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



39









 







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 and
the Swap Counterparty, or to surrender any right or power herein conferred upon the Issuer;




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




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




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




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




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



     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




40












 




satisfied with respect to such action, and (ii) that such action shall not, as evidenced by an
Opinion of Counsel, (A) materially and adversely affects 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, no supplemental indenture entered into pursuant to this
Section 9.1 shall materially and adversely affect the rights or obligations of the Swap
Counterparty under this Indenture unless the Swap Counterparty shall have consented in writing to
such supplemental indenture; provided, however, that such consent shall not be unreasonably
withheld or delayed.



     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 aggregate
outstanding principal amount of the Outstanding Notes, voting together as a single Class, by Act of
such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or changing in any
manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the
rights of the Noteholders under this Indenture; provided, that no such supplemental indenture shall
materially and adversely affect the rights or obligations of the Swap Counterparty under this
Indenture unless the Swap Counterparty shall have consented in writing to such supplemental
indenture; provided, however, that such consent shall not be unreasonably withheld or delayed;
provided, further, 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 aggregate outstanding principal amount of the
Outstanding Notes, 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 aggregate outstanding principal amount of the
Outstanding Notes required to direct the Indenture Trustee to direct the Issuer to sell or




41









 









liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale
would be insufficient to pay the aggregate outstanding principal amount of the Outstanding
Notes plus accrued but unpaid interest on the Notes;




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




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




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




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



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



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



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



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



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



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



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



ARTICLE X REDEMPTION OF NOTES




     SECTION 10.1 Redemption. (a) Each of the Notes is subject to redemption in whole, but not in
part, at the direction of VCI, as Servicer, pursuant to Section 8.1 of the Sale and
Servicing Agreement, on any Payment Date on which VCI 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) Each of the Notes is subject to redemption in whole, but not in part, on any Payment Date
on which the sum of the amounts in the Reserve Account and the remaining Available Funds after the
payments under clauses first through fifth of Section 4.4(a) of the Sale and Servicing
Agreement would be sufficient to pay in full the aggregate unpaid Note Balance of all of the
Outstanding Notes as determined by the Servicer. On such Payment Date, (i) the Indenture Trustee
upon written direction from the Servicer shall transfer all amounts on deposit in the Reserve
Account to the Collection Account and (ii) the Outstanding Notes shall be redeemed in whole, but
not in part.



     (c) If the Notes are to be redeemed pursuant to Sections 10.1(a) or 10.1(b),
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, the Swap Counterparty and the Indenture
Trustee shall provide prompt (but not later than 10 days prior to the applicable Redemption
Date) notice thereof to the Noteholders.



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




     All notices of redemption shall state:




     (i) the Redemption Date;




     (ii) the Redemption Price;




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




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




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



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



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



ARTICLE XI MISCELLANEOUS




     SECTION 11.1 Compliance Certificates and Opinions, etc. (a) Upon any application or request
by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture,
the Issuer shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the proposed action 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.



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




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




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




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




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



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




     (ii) Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of any signer thereof as to the matters
described in clause (i) above, the Issuer shall also deliver to the Indenture
Trustee an Independent Certificate as to the same matters, if the fair value in accordance
with TIA Section 314(d) to the Issuer of the property or securities to be so deposited and
of all other such securities made the basis of any such withdrawal or release since the
commencement of the then-current fiscal year of the Issuer, as set forth in the certificates
delivered pursuant to clause (i) and this clause (ii), is 10% or more of the
aggregate outstanding principal amount of the Outstanding Notes, 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 aggregate outstanding principal amount of the Outstanding Notes.




     (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.



45









 






     (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 aggregate outstanding principal amount of the
Outstanding Notes, 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 aggregate outstanding
principal amount of the Outstanding Notes.




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




46









 







effective date of such certificate or report (as the case may be), of the facts and opinions stated
in such document shall in such case be conditions precedent to the right of the Issuer to have such
application granted or to the sufficiency of such certificate or report. The foregoing shall not,
however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy
of any statement or opinion contained in any such document as provided in Article VI.



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




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




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




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



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



     SECTION 11.5 Notices to Noteholders; Waiver. Where this Indenture provides for notice to
Noteholders of any event, such notice shall be sufficiently given (unless otherwise
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



47










 







nor any defect in any notice so mailed to any particular Noteholder shall affect the
sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the
manner herein provided shall conclusively be presumed to have been duly given.



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



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



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



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



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



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



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



     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.



48









 





     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 Benefits of Indenture. The Swap Counterparty shall be a third-party
beneficiary to the provisions of this Indenture. Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto and their successors
hereunder, the Swap Counterparty and the Noteholders and any other Person with an ownership
interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or
claim under this Indenture.



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



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



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



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



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



49









 







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.



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



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



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



50









 





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



     SECTION 11.21 Limitation of Liability of Owner Trustee. It is expressly understood and
agreed by and between the parties hereto that (i) this Indenture is executed and delivered by



51









 







Deutsche Bank Trust Company Delaware, 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 Deutsche Bank Trust Company
Delaware, but are binding only on the Issuer, (iii) nothing contained herein shall be construed as
creating any liability on Deutsche Bank Trust Company Delaware 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 Deutsche Bank Trust Company
Delaware 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, 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 Limitation of Rights. All of the rights of the Swap Counterparty in, to and
under this Indenture or any other Transaction Document (including, but not limited to, all of the
Swap Counterparty’s rights as a third-party beneficiary of this Indenture and all of the Swap
Counterparty’s rights to receive notice of any action hereunder or under any other Transaction
Document and to give or withhold consent to any action hereunder or under any other Transaction
Document) shall terminate upon the termination of the Interest Rate Swap Agreement in accordance
with the terms thereof and the payment in full of all amounts owing to the Swap Counterparty under
such Interest Rate Swap Agreement.



[Remainder of Page Intentionally Left Blank]




52









 





     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.



	 	 	 	 	 
	 	VOLKSWAGEN AUTO LOAN ENHANCED
 TRUST 2008-2

 	 
	 	By:  	Deutsche
Bank Trust Company Delaware, not in its 	 
	 	individual capacity but solely as
Owner Trustee
	 
	 	By:  	/s/ Michele HY Voon
 	 
	 	 	Name:  	Michele HY Voon 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 	 	 
	 	By:  	                                           /s/ Mark DiGiacomo
 	 
	 	 	Name:  	Mark DiGiacomo 	 
	 	 	Title:  	Attorney-in-Fact 	 



S-1









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIBANK, N.A., not in its individual capacity but

solely as Indenture Trustee

 	 
	 	By:  	/s/ Marion O’Connor
 	 
	 	 	Name:  	Marion O’Connor 	 
	 	 	Title:  	Vice President 	 




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 as against
creditors of and purchasers from the Issuer.



     2. The Receivables constitute “tangible chattel paper,” “accounts,” “instruments” or “general
intangibles,” within the meaning of the UCC.



     3. Each Receivable is secured by a first priority validly perfected security interest in the
related Financed Vehicle in favor of the applicable 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 applicable 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 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 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 VCI 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.



I-2









 





     12. Neither the Issuer nor a custodian holding any Receivable that is electronic chattel paper
has communicated an authoritative copy of any loan agreement that constitutes or evidences such
Receivable to any Person other than the Servicer.



     13. None of the instruments nor tangible chattel paper that constitutes or evidences the
Receivables has any marks or notations indicating that they have been pledged, assigned or
otherwise conveyed to any Person other than 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 this 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 this
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 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] [A-2-B] [A-3-A] [A-3-B] [A-4-A] [A-4-B] NOTE




	 	 	 
	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.



     BY ACQUIRING THIS NOTE, EACH PURCHASER OR TRANSFEREE WILL BE DEEMED TO REPRESENT AND WARRANT
THAT EITHER (A) IT IS NOT ACQUIRING AND WILL NOT HOLD THE NOTES WITH THE ASSETS OF AN “EMPLOYEE
BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), A “PLAN” AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE “CODE”), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE
FOREGOING OR ANY OTHER EMPLOYEE BENEFIT PLAN OR RETIREMENT ARRANGEMENT THAT IS SUBJECT TO A LAW
THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B)(I) THE NOTES ARE RATED
AT LEAST “BBB-” OR ITS EQUIVALENT BY A NATIONALLY RECOGNIZED STATISTICAL RATING AGENCY AT THE TIME
OF PURCHASE OR TRANSFER, AND (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT
GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE OR A NONEXEMPT VIOLATION OF ANY SIMILAR APPLICABLE LAW.





 




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




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VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2008-2




[A-1] [A-2-A] [A-2-B] [A-3-A] [A-3-B] [A-4-A] [A-4-B]

AUTO LOAN ASSET BACKED NOTES




     Volkswagen Auto Loan Enhanced Trust 2008-2, a statutory trust organized and existing under the
laws of the State of Delaware (including any successor, the “Issuer”), for value received,
hereby promises to pay to [                    ], or registered assigns, the principal sum of [          ] DOLLARS
($[          ]), in monthly installments on the 20th of each month, or if such day is not a Business Day,
on the immediately succeeding Business Day, commencing on March 20, 2009 (each, a “Payment
Date”) until the principal of this Note is paid or made available for payment, and to pay
interest on each Payment Date on the Class [A-1] [A-2-A] [A-2-B] [A-3-A] [A-3-B] [A-4-A] [A-4-B]
Note Balance as of the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), or as of the Closing Date in the case of the first Payment
Date, at the rate per annum shown above (the “Interest Rate”), in each case as and to the
extent set forth in Sections 2.7, 3.1, 5.4(b) and 8.2 of the
Indenture and Section 4.4 of the Sale and Servicing Agreement; provided, however, that the
entire Class [A-1] [A-2-A] [A-2-B] [A-3-A] [A-3-B] [A-4-A] [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 [actual days elapsed and a
360-day year][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: December 29, 2008





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	 	VOLKSWAGEN AUTO LOAN ENHANCED

TRUST 2008-2

 	 
	 	By:  	DEUTSCHE BANK TRUST COMPANY

DELAWARE, not in its individual capacity but

solely as Owner Trustee



 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	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: December 29, 2008



	 	 	 	 	 
	 	
CITIBANK, N.A.,

a national banking association, 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      %] [Class A-2-A      %] [Class A-2-B LIBOR +      %] [Class A-3-A      %]
[Class A-3-B LIBOR +      %]
[Class A-4-A      %] [Class A-4-B LIBOR +      %] Auto Loan Asset-Backed Notes (herein called the
“Class [A-1] [A-2-A] [A-2-B] [A-3-A] [A-3-B] [A-4-A] [A-4-B] Notes”), all issued under an
Indenture dated as of December 29, 2008 (such Indenture, as supplemented or amended, is herein
called the “Indenture”), between the Issuer and Citibank, N.A., a national banking
association, 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-A Notes, the Class A-2-B Notes, the Class A-3-A Notes, the
Class A-3-B Notes, the Class A-4-A Notes and the Class A-4-B Notes are and will be equally and
ratably secured by the collateral pledged as security therefor 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 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] [A-2-B] [A-3-A] [A-3-B] [A-4-A] [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] [A-2-B] [A-3-A] [A-3-B] [A-4-A] [A-4-B] Notes shall be made pro rata to
the Class [A-1] [A-2-A] [A-2-B] [A-3-A] [A-3-B] [A-4-A] [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 Notes will qualify as
indebtedness of the Issuer. The Noteholders, by acceptance of a Note, agree to treat, and to take
no action inconsistent with the treatment of, the Notes for such tax purposes as indebtedness of
the Issuer.



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



A-7









 







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



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



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




A-8









 








ASSIGNMENT




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

	 	 
	 

	 	 












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

	 	 
	 

	 	 
	 

	 	(name and address of assignee)





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




Dated:                                                                                                          */




	 	 	 
	 

	 	Signature Guaranteed:
	 
	 	 
	 

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








 




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





A-9