Term Sheet

Series Term Sheet

Exhibit 4.2



Date of Series Term Sheet    July 24, 2009, as amended on January 13, 2010.
Group    One.
Interchange Series    Yes.
Series Initial Investor Interest    $996,740,526
Class Initial Investor Interest of Subordinated Certificates    $996,740,526; plus the face amount of any Subordinated Certificates issued in an increase of the Series Investor Interest pursuant to Section 31.
Class Expected Final Payment Date   

The Distribution Date in April 2014. The following portions of the Series Investor Interest are expected to mature of the dates set forth below, subject to the payment in full of the Senior Series to which they relate.


The amounts set forth in the table below will be revised in connection with any increase in the Available Subordinated Amount pursuant to Section 31 or decrease in connection with any Available Subordinated Amount Decrease.


Senior Series


Amount ($)




     109,766,439      3/15/10


     65,859,877      4/15/10


     139,037,433      4/15/10


     80,495,374      5/17/10


     107,553,611      12/15/10


     100,383,452      1/18/11


     107,553,611      3/15/11


     163,861,702      5/16/11


     86,042,861      8/15/11


     71,702,407      10/17/11


     85,608,195      5/15/12


     136,973,177      1/15/13


     54,789,368      8/15/13


     128,412,292      4/15/14

Type of Structure    Controlled Liquidation.
Certificate Rate    0% per annum
Series Cut-Off Date    July 1, 2009.
Series Closing Date    July 24, 2009.
Distribution Dates    The 15th day of each calendar month (or, if such day is not a Business Day, the next succeeding Business Day) commencing in August 2009.
Statement Dates    Each Distribution Date, commencing in August 2009.
Revolving Period    From the Series Cut-Off Date to the beginning of the Amortization Period with respect to the Available Subordinated Amount of this Series for any Senior Series.
Type of Credit Enhancement    Not applicable.
Series Buffer Amount    Zero.
Interchange Subgroup Buffer Amount    Zero.
Group Buffer Amount    Zero.
Investor Servicing Fee Percentage    2.0% per annum calculated on the basis of a 360-day year of twelve 30-day months.
Eligible for Reallocations to and from Other Series in Group    Yes.
Series Termination Date    The first Distribution Date occurring 12 months after the date on which the final payment has been made with respect to all Senior Series.
Classes, if any, subject to Regulation S restrictions    Not applicable.
Classes, if any, subject to ERISA restrictions    Subordinated Class.

Bearer Certificates    Not applicable.
Registered Certificates    Subordinated Certificate.
Subordinated Certificate    Each certificate executed by the Sellers and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A.
Paying Agent    The Corporate Trust Office of the Trustee.