Exhibit 10.4


AMENDED AND RESTATED TRUST AGREEMENT


between


USAA ACCEPTANCE, LLC


as Depositor


and


WELLS FARGO DELAWARE TRUST COMPANY


as Owner Trustee


Dated as of January 15, 2008






TABLE OF CONTENTS



	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE I 

	
DEFINITIONS AND
 USAGE

	
 

	
1


	
 

	
 

	
 

	
 


	
ARTICLE II 

	
ORGANIZATION
 OF THE TRUST

	
 

	
1


	
 

	
 

	
 

	
 


	
 

	
SECTION 2.1.

	
 

	
Name

	
 

	
1


	
 

	
SECTION 2.2.

	
 

	
Offices

	
 

	
1


	
 

	
SECTION 2.3.

	
 

	
Purposes and
 Powers

	
 

	
1


	
 

	
SECTION 2.4.

	
 

	
Appointment
 of Owner Trustee

	
 

	
2


	
 

	
SECTION 2.5.

	
 

	
Capital
 Contribution of Trust Property

	
 

	
2


	
 

	
SECTION 2.6.

	
 

	
Declaration
 of Trust

	
 

	
2


	
 

	
SECTION 2.7.

	
 

	
Liability of
 the Depositor and the Certificateholders

	
 

	
3


	
 

	
SECTION 2.8.

	
 

	
Title to
 Trust Property

	
 

	
3


	
 

	
SECTION 2.9.

	
 

	
Situs of
 Trust

	
 

	
3


	
 

	
SECTION
 2.10.

	
 

	
Representations
 and Warranties of the Depositor

	
 

	
3


	
 

	
SECTION
 2.11.

	
 

	
Federal
 Income Tax Matters

	
 

	
4


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE III 

	
TRUST
 CERTIFICATES AND TRANSFER OF INTERESTS

	
 

	
5


	
 

	
 

	
 

	
 


	
 

	
SECTION 3.1.

	
 

	
Initial
 Beneficial Ownership

	
 

	
5


	
 

	
SECTION 3.2.

	
 

	
The
 Certificates

	
 

	
5


	
 

	
SECTION 3.3.

	
 

	
Authentication
 of Certificates

	
 

	
5


	
 

	
SECTION 3.4.

	
 

	
Registration
 of Certificates; Transfer and Exchange of

	
 

	
 


	
 

	
 

	
 

	
Certificates

	
 

	
5


	
 

	
SECTION 3.5.

	
 

	
Mutilated,
 Destroyed, Lost or Stolen Certificates

	
 

	
7


	
 

	
SECTION 3.6.

	
 

	
Persons
 Deemed Owners of Certificates

	
 

	
7


	
 

	
SECTION 3.7.

	
 

	
Access to
 List of Certificateholders’ Names and Addresses

	
 

	
7


	
 

	
SECTION 3.8.

	
 

	
Maintenance
 of Office or Agency

	
 

	
7


	
 

	
SECTION 3.9.

	
 

	
[Reserved]

	
 

	
7


	
 

	
SECTION
 3.10.

	
 

	
[Reserved]

	
 

	
8


	
 

	
SECTION
 3.11.

	
 

	
[Reserved]

	
 

	
8


	
 

	
SECTION
 3.12.

	
 

	
[Reserved]

	
 

	
8


	
 

	
SECTION
 3.13.

	
 

	
Definitive
 Certificates

	
 

	
8


	
 

	
SECTION
 3.14.

	
 

	
Authenticating
 Agents

	
 

	
8


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE IV 

	
ACTIONS BY
 OWNER TRUSTEE

	
 

	
8


	
 

	
 

	
 

	
 


	
 

	
SECTION 4.1.

	
 

	
Prior Notice
 to Certificateholders with Respect to Certain

	
 

	
 


	
 

	
 

	
 

	
Matters

	
 

	
8


	
 

	
SECTION 4.2.

	
 

	
Action by
 Certificateholders with Respect to Certain

	
 

	
 


	
 

	
 

	
 

	
Matters

	
 

	
9


	
 

	
SECTION 4.3.

	
 

	
Action by
 Certificateholders with Respect to Bankruptcy

	
 

	
9


	
 

	
SECTION 4.4.

	
 

	
Restrictions
 on Certificateholders’ Power

	
 

	
10


	
 

	
SECTION 4.5.

	
 

	
Majority
 Control

	
 

	
10


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE V 

	
APPLICATION
 OF TRUST FUNDS; CERTAIN DUTIES

	
 

	
10


	
 

	
 

	
 

	
 


	
 

	
SECTION 5.1.

	
 

	
[Reserved]

	
 

	
10


	
 

	
SECTION 5.2.

	
 

	
Application
 of Trust Funds

	
 

	
10


	
 

	
SECTION 5.3.

	
 

	
Method of
 Payment

	
 

	
11


	
 

	
SECTION 5.4.

	
 

	
No Segregation
 of Monies; No Interest

	
 

	
11





i






TABLE OF CONTENTS
(continued) 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 

	



	
 

	
SECTION 5.5.

	
 

	
Accounting
 and Reports to Noteholders, Certificateholders,

	
 

	
 


	
 

	
 

	
 

	
Internal
 Revenue Service and Others

	
 

	
11


	
 

	
SECTION 5.6.

	
 

	
Signature on
 Returns; Tax Matters Partner

	
 

	
11


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE VI

	
AUTHORITY
 AND DUTIES OF OWNER TRUSTEE

	
 

	
12


	
 

	
 

	
 

	
 


	
 

	
SECTION 6.1.

	
 

	
General
 Authority

	
 

	
12


	
 

	
SECTION 6.2.

	
 

	
General
 Duties

	
 

	
12


	
 

	
SECTION 6.3.

	
 

	
Action upon
 Instruction

	
 

	
12


	
 

	
SECTION 6.4.

	
 

	
No Duties
 Except as Specified in this Agreement or in

	
 

	
 


	
 

	
 

	
 

	
Instructions

	
 

	
13


	
 

	
SECTION 6.5.

	
 

	
No Action
 Except Under Specified Documents or

	
 

	
 


	
 

	
 

	
 

	
Instructions

	
 

	
14


	
 

	
SECTION 6.6.

	
 

	
Restrictions

	
 

	
14


	
 

	
SECTION 6.7.

	
 

	
Acceptance
 of Trusts and Duties

	
 

	
14


	
 

	
SECTION 6.8.

	
 

	
Furnishing
 of Documents

	
 

	
15


	
 

	
SECTION 6.9.

	
 

	
Representations
 and Warranties

	
 

	
15


	
 

	
SECTION
 6.10.

	
 

	
Reliance;
 Advice of Counsel

	
 

	
16


	
 

	
SECTION
 6.11.

	
 

	
Not Acting
 in Individual Capacity

	
 

	
16


	
 

	
SECTION
 6.12.

	
 

	
Owner
 Trustee Not Liable for Certificates or Receivables

	
 

	
16


	
 

	
SECTION
 6.13.

	
 

	
Owner
 Trustee May Own Certificates and Notes

	
 

	
17


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE VII

	
COMPENSATION
 AND INDEMNITY OF OWNER TRUSTEE

	
 

	
17


	
 

	
 

	
 

	
 


	
 

	
SECTION 7.1.

	
 

	
Owner
 Trustee’s Fees and Expenses

	
 

	
17


	
 

	
SECTION 7.2.

	
 

	
Payments to
 Owner Trustee

	
 

	
17


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE VIII

	
TERMINATION

	
 

	
18


	
 

	
 

	
 

	
 


	
 

	
SECTION 8.1.

	
 

	
Termination
 of the Trust

	
 

	
18


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE IX

	
SUCCESSOR
 OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

	
 

	
19


	
 


	
 

	
SECTION 9.1.

	
 

	
Eligibility
 Requirements for Owner Trustee

	
 

	
19


	
 

	
SECTION 9.2.

	
 

	
Resignation
 or Removal of Owner Trustee

	
 

	
19


	
 

	
SECTION 9.3.

	
 

	
Successor
 Owner Trustee

	
 

	
20


	
 

	
SECTION 9.4.

	
 

	
Merger or
 Consolidation of Owner Trustee

	
 

	
21


	
 

	
SECTION 9.5.

	
 

	
Appointment
 of Co-Trustee or Separate Trustee

	
 

	
21


	
 

	
SECTION 9.6.

	
 

	
Compliance
 with Statutory Trust Statute

	
 

	
22


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE X

	
MISCELLANEOUS

	
 

	
23


	
 

	
 

	
 

	
 


	
 

	
SECTION
 10.1.

	
 

	
Amendments

	
 

	
23


	
 

	
SECTION
 10.2.

	
 

	
No Legal
 Title to Trust Property in Certificateholders

	
 

	
24


	
 

	
SECTION
 10.3.

	
 

	
Limitation
 on Rights of Others

	
 

	
24


	
 

	
SECTION
 10.4.

	
 

	
Notices

	
 

	
24


	
 

	
SECTION
 10.5.

	
 

	
Severability

	
 

	
25


	
 

	
SECTION
 10.6.

	
 

	
Separate
 Counterparts

	
 

	
25


	
 

	
SECTION
 10.7.

	
 

	
Successors
 and Assigns

	
 

	
25


	
 

	
SECTION
 10.8.

	
 

	
No Petition

	
 

	
25





ii






TABLE OF CONTENTS
(continued) 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 

	




	
 

	
SECTION
 10.9. 

	
 

	
No Recourse

	
 

	
25


	
 

	
SECTION 10.10.

	
 

	

 Headings

	
 

	
25


	
 

	
SECTION
 10.11. 

	
 

	
GOVERNING
 LAW

	
 

	
25


	
 


	
EXHIBIT A

	
FORM OF
 CERTIFICATE

	
 

	
A-1


	
EXHIBIT B

	
FORM OF
 CERTIFICATE OF TRUST

	
 

	
B-1


	
EXHIBIT C

	
FORM OF
 TRANSFEROR CERTIFICATE

	
 

	
C-1


	
EXHIBIT D

	
FORM OF
 INVESTMENT LETTER

	
 

	
D-1


	
EXHIBIT E

	
FORM OF RULE
 144A LETTER

	
 

	
E-1





iii







          AMENDED
AND RESTATED TRUST AGREEMENT, dated as of January 15, 2008 (as from time to
time amended, supplemented or otherwise modified and in effect, this “Agreement”),
between USAA ACCEPTANCE, LLC, a Delaware limited liability company, (the “Depositor”),
having its principal office at 9830 Colonnade Blvd., Suite 600, San Antonio,
Texas 78230; and WELLS FARGO DELAWARE TRUST COMPANY, a Delaware limited purpose
trust company (the “Bank”), not in its individual capacity but solely as
trustee under this Agreement (in such capacity, the “Owner Trustee”),
having its principal corporate trust office at 919 North Market Street, Suite
1600, Wilmington, Delaware 19801 for the purpose of establishing the USAA Auto
Owner Trust 2008-1 (the “Trust”).


          WHEREAS,
the parties hereto intend to amend and restate that certain Trust Agreement,
dated as of November 16, 2007, between the Depositor and the Owner Trustee, on
the terms and conditions hereinafter set forth.


          NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained, the receipt and sufficiency of which are hereby acknowledged, the
Depositor and the Owner Trustee hereby agree as follows:


ARTICLE I


DEFINITIONS AND USAGE


          Except
as otherwise specified herein or as the context may otherwise require,
capitalized terms used but not otherwise defined herein are defined in Appendix
A to the Sale and Servicing Agreement (the “Sale and Servicing Agreement”),
dated as of January 15, 2008, among the Trust, the Depositor and USAA Federal
Savings Bank, as Seller and Servicer, which also contains rules as to usage
that shall be applicable herein.


ARTICLE II


ORGANIZATION OF THE TRUST


          SECTION
2.1. Name. The Trust continued hereby shall be known as “USAA Auto Owner
Trust 2008-1”, in which name the Owner Trustee may conduct the business of the
Trust, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued on behalf of the Trust.


          SECTION
2.2. Offices. The office of the Trust shall be in care of the Owner
Trustee at the Corporate Trust Office or at such other address in the State of
Delaware as the Owner Trustee may designate by written notice to the
Certificateholders and the Depositor.


          SECTION
2.3. Purposes and Powers. The purpose of the Trust is, and the Trust
shall have the power and authority, to engage in the following activities:


	
 

	
 


	
 

	
          (i)
  to acquire, hold and manage the Trust Property;


	
 

	
 


	
 

	
          (ii)
  to issue the Notes pursuant to the Indenture, and the Certificates pursuant
  to this Agreement upon the written order of the Depositor;










	
 

	
 


	
 

	
          (iii)
  in exchange for the Notes and the Certificates, to acquire the Receivables
  and funds in the amount of the Reserve Initial Deposit;


	
 

	
 


	
 

	
          (iv)
  to pay interest on and principal of the Notes and distributions on the
  Certificates;


	
 

	
 


	
 

	
          (v)
  to Grant the Trust Property to the Indenture Trustee pursuant to the
  Indenture;


	
 

	
 


	
 

	
          (vi)
  to enter into and perform its obligations under the Basic Documents to which
  it is to be a party;


	
 

	
 


	
 

	
          (vii)
  to engage in those activities, including entering into agreements, that are
  necessary, suitable or convenient to accomplish the foregoing or are
  incidental thereto or connected therewith; and


	
 

	
 


	
 

	
          (viii)
  subject to compliance with the Basic Documents, to engage in such other
  activities as may be required in connection with conservation of the Trust
  Property and the making of interest and principal payments to the Noteholders
  and the making of distributions to the Certificateholders.





          The
Trust is hereby authorized to engage in the foregoing activities. The Trust
shall not engage in any activity other than in connection with the foregoing or
other than as required or authorized by the terms of this Agreement or the
other Basic Documents.


          SECTION
2.4. Appointment of Owner Trustee. Upon the execution of this Agreement,
the Owner Trustee shall continue as trustee of the Trust, to have all the
rights, powers and duties set forth herein.


          SECTION
2.5. Capital Contribution of Trust Property. As of November 16, 2007,
the Depositor sold, assigned and transferred to the Owner Trustee the sum of
$1. The Owner Trustee hereby acknowledges receipt in trust from the Depositor,
as of such date, the foregoing contribution, which shall constitute the initial
Trust Property. The Depositor shall pay the organizational expenses of the
Trust as they may arise or shall, upon the request of the Owner Trustee,
promptly reimburse the Owner Trustee for any such expenses paid by the Owner
Trustee. On the Closing Date, the Depositor shall convey to the Trust the Trust
Property and the Reserve Initial Deposit and the Owner Trustee shall cause the
delivery to or upon the order of the Depositor the Notes and the Certificates.


          SECTION
2.6. Declaration of Trust. The Owner Trustee hereby declares that it
will hold the Trust Property in trust upon and subject to the conditions set
forth herein for the use and benefit of the Certificateholders, subject to the
obligations of the Trust under the Basic Documents. It is the intention of the
parties hereto that the Trust constitute a statutory trust under the Statutory
Trust Statute and that this Agreement constitute the governing instrument of
such statutory trust. It is the intention of the parties hereto that, solely
for income and franchise tax purposes, until the Certificates are held by a
Person other than the Depositor (or, to the extent a Class of Notes is
recharacterized to be treated as equity for U.S. federal tax purposes), the
Trust shall be disregarded as an entity separate from the Depositor and the
Notes will be characterized


2






as debt. At
such time that the Certificates are held by more than one Person, it is the
intention of the parties hereto that, solely for income and franchise tax
purposes, the Trust shall be treated as a partnership, with the assets of the
partnership being the Receivables and other assets held by the Trust, the
partners of the partnership being the Certificateholders and any Notes
recharacterized as trust equity for U.S. federal tax purposes, and the Notes
being debt of the partnership. The Depositor and the Certificateholders by
acceptance of a Certificate agree to such treatment and agree to take no action
inconsistent with such treatment. The parties agree that, unless the
certificates are held by more than one person or it is otherwise required by
appropriate tax authorities, the Trust will not file or cause to be filed
annual or other returns, reports and other forms that are inconsistent with the
characterization of the Trust as an entity that is not separate from its owner.
Effective as of the date hereof, the Owner Trustee shall have all rights,
powers and duties set forth herein and in the Statutory Trust Statute with
respect to accomplishing the purposes of the Trust. The Owner Trustee has filed
the Certificate of Trust and a Certificate of Amendment to the Certificate of
Trust, changing the name of the Trust from USAA Auto Owner Trust 2007-3 to USAA
Auto Owner Trust 2008-1, with the Secretary of State.


          SECTION
2.7. Liability of the Depositor and the Certificateholders. Neither the
Depositor (except as otherwise provided herein) nor any Certificateholder shall
have any personal liability for any liability or obligation of the Trust.


          SECTION
2.8. Title to Trust Property. Legal title to the entirety of the Trust
Property shall be vested at all times in the Trust as a separate legal entity.


          SECTION
2.9. Situs of Trust. The Trust shall be administered by the Owner
Trustee in the State of Delaware. The Trust shall not have any employees in any
state other than the State of Delaware; provided,
however, that nothing herein
shall restrict or prohibit the Bank, the Depositor or the Owner Trustee from
having employees within or without the State of Delaware. The principal office
of the Trust shall be in care of the Owner Trustee in the State of Delaware.


          SECTION
2.10. Representations and Warranties of the Depositor. The Depositor
hereby represents and warrants to the Owner Trustee that:


          (a)
The Depositor is duly formed and validly existing as a limited liability
company in good standing under the laws of the State of Delaware, with power
and authority to own its properties and to conduct its business as such
properties are currently owned and such business is presently conducted.


          (b)
The Depositor has the power and authority to execute and deliver this Agreement
and to carry out its terms, and the Depositor has full power and authority to
sell and assign the property to be sold and assigned to, and deposited with,
the Trust, and the Depositor has duly authorized such sale and assignment and
deposit to the Trust by all necessary limited liability company action; and the
execution, delivery and performance of this Agreement has been duly authorized
by the Depositor by all necessary limited liability company action.


          (c)
The Depositor has duly executed and delivered this Agreement, and this Agreement
constitutes a legal, valid and binding obligation of the Depositor, enforceable
against


3






the Depositor,
in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization and other similar laws affecting the
enforcement of creditors’ rights in general and by general equitable
principles, regardless of whether such enforceability is considered in a
proceeding at law or in equity.


          (d)
The consummation of the transactions contemplated by this Agreement and the
fulfillment of the terms hereof do not (i) conflict with, result in any breach
of any of the terms and provisions of, or constitute (with or without notice or
lapse of time or both) a default under, the limited liability company agreement
of the Depositor, or any indenture, agreement or other instrument to which the
Depositor is a party or by which it is bound, (ii) result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any
such indenture, agreement or other instrument (other than pursuant to the Basic
Documents) or (iii) violate any law or, to the best of the Depositor’s
knowledge, any order, rule or regulation applicable to the Depositor of any
court or of any federal or state regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over the Depositor or
its properties.


          (e)
There are no proceedings or investigations pending or, to the Depositor’s best
knowledge, threatened before any court, regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over the Depositor or
its properties (i) asserting the invalidity of this Agreement, the Indenture,
any of the other Basic Documents, the Notes or the Certificates, (ii) seeking
to prevent the issuance of the Notes or the Certificates or the consummation of
any of the transactions contemplated by this Agreement, the Indenture or any of
the other Basic Documents, (iii) seeking any determination or ruling that might
materially and adversely affect the performance by the Depositor of its
obligations under, or the validity or enforceability of, this Agreement or (iv)
which might adversely affect the federal income tax attributes, or Applicable
Tax State franchise or income tax attributes, of the Notes and the
Certificates.


          SECTION
2.11. Federal Income Tax Matters. If there is more than one beneficial
owner of the Certificates, net income or net loss of the Trust for any month as
determined for federal income tax purposes (and each item of income, gain, loss
and deduction entering into the computation thereof) shall be allocated among
the Certificateholders as of the first day following the Record Date, in
proportion to their Percentage Interest evidencing the Certificates on the
Record Date.


          If
there is more than one beneficial owner of the Certificates (or if a Class of
Notes is recharacterized as equity for U.S. federal tax purposes), the Trust is
authorized to modify the allocations in this paragraph if necessary or
appropriate, in its sole discretion, for the allocations to fairly reflect the
economic income, gain or loss to the Certificateholders, or as otherwise
required by the Code.


          For
each taxable year of the Trust, pursuant to Sections 7704(c) and 7704(d) of the
Code, the principal activity of the Trust will consist of purchasing and
holding debt receivables (which are capital assets to the Trust) and issuing
and paying notes, and at least 90% of the Trust’s gross income for each taxable
year of the Trust will constitute “qualifying income” under such Code
provisions in the form of interest and gains from such receivables and other
qualifying income.


4






ARTICLE III


TRUST CERTIFICATES AND TRANSFER OF INTERESTS


          SECTION
3.1. Initial Beneficial Ownership. Upon the formation of the Trust by
the contribution by the Depositor pursuant to Section 2.5 and until the
issuance of the Certificates, the Depositor shall be the sole beneficial owner
of the Trust. 


          SECTION
3.2. The Certificates. (a) The Certificates shall be issued
substantially in the form set forth in Exhibit A, in minimum
denominations of a one percent Percentage Interest in the Trust.


          (b)
The Certificates shall be executed on behalf of the Trust by the Owner Trustee
by manual or facsimile signature of an authorized officer of the Owner Trustee.
Certificates bearing the manual or facsimile signatures of individuals who
were, at the time when such signatures shall have been affixed, authorized to
sign on behalf of the Owner Trustee, shall be validly issued and entitled to
the benefit of this Agreement, notwithstanding that such individuals or any of
them shall have ceased to be so authorized prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of
authentication and delivery of such Certificates.


          (c)
A transferee of a Certificate shall become a Certificateholder, and shall be
entitled to the rights and subject to the obligations of a Certificateholder
hereunder upon such transferee’s acceptance of a Certificate duly registered in
such transferee’s name pursuant to Section 3.4.


          SECTION
3.3. Authentication of Certificates. Concurrently with the initial sale
of the Receivables to the Trust pursuant to the Sale and Servicing Agreement,
the Owner Trustee shall cause the Certificates, in an aggregate Percentage
Interest equal to 100%, to be executed on behalf of the Trust, authenticated
and delivered to or upon the written order of the Depositor, without further
action by the Depositor, in authorized denominations. No Certificate shall
entitle its Certificateholder to any benefit under this Agreement, or shall be
valid for any purpose, unless there shall appear on such Certificate a
certificate of authentication substantially in the form set forth in Exhibit A hereto, executed by the Owner Trustee by manual signature; such authentication
shall constitute conclusive evidence that such Certificate shall have been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication. 


          SECTION
3.4. Registration of Certificates; Transfer and Exchange of Certificates.
(a) The Owner Trustee shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 3.8, a register in which, subject to such
reasonable regulations as it may prescribe, the Trust shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided.


          (b)
The Certificates have not been and will not be registered under the Securities
Act and will not be listed on any exchange. No transfer of a Certificate shall
be made unless such transfer is made pursuant to an effective registration
statement under the Securities Act and any


5






applicable
state securities laws or is exempt from the registration requirements under the
Securities Act and such state securities laws. In the event that a transfer is
to be made in reliance upon an exemption from the Securities Act and state
securities laws, in order to ensure compliance with the Securities Act and such
laws, the Certificateholder desiring to effect such transfer and such
Certificateholder’s prospective transferee shall each certify to the Owner
Trustee, the Indenture Trustee and the Depositor (if the Depositor is not the
Certificateholder) in writing the facts surrounding the transfer in
substantially the forms set forth in Exhibit C (the “Transferor
Certificate”) and either Exhibit D (the “Investment Letter”)
or Exhibit E (the “Rule 144A Letter”). The Depositor shall
provide to any Certificateholder of a Certificate and any prospective
transferee designated by any such Certificateholder, information regarding the
Certificates and, based solely on information received from the Servicer, the
Receivables and, to the extent reasonably obtainable by the Depositor, such
other information as shall be necessary to satisfy the condition to eligibility
set forth in Rule 144A(d)(4) for transfer of any such Certificate without
registration thereof under the Securities Act pursuant to the registration
exemption provided by Rule 144A. Each holder of a Certificate desiring to
effect such a transfer shall, and does hereby agree to, indemnify the Trust,
the Owner Trustee, and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with federal and
state securities laws. The Owner Trustee shall cause each Certificate to
contain a legend in the form set forth on the form of Certificate attached hereto
as Exhibit A. The Certificates may not be acquired by or for the account
of a Benefit Plan. By accepting and holding a Certificate, the holder thereof
shall be deemed to have represented and warranted that it is not a Benefit
Plan.


          (c)
Upon surrender for registration of transfer of any Certificate at the office or
agency maintained pursuant to Section 3.8 and upon compliance with any
provisions of this Agreement relating to such transfer, the Owner Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations and
aggregate amount dated the date of authentication by the Owner Trustee or any
authenticating agent. At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of authorized denominations and aggregate
amount upon surrender of the Certificates to be exchanged at the office or
agency maintained pursuant to Section 3.8.


          Every
Certificate presented or surrendered for registration of transfer or exchange
shall be accompanied by a written instrument of transfer in form satisfactory
to the Owner Trustee, duly executed by the related Certificateholder or such
Certificateholder’s attorney duly authorized in writing. Each Certificate
surrendered for registration of transfer or exchange shall be cancelled and
subsequently disposed of by the Owner Trustee in accordance with its customary
practice.


          No
service charge shall be made for any registration of transfer or exchange of
Certificates, but the Owner Trustee may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.


          The
preceding provisions of this Section 3.4 notwithstanding, the Owner
Trustee shall not make any transfer or exchange of Certificates for a period of
fifteen (15) days preceding any Payment Date for any payment with respect to
the Certificates.


6






          SECTION
3.5. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate shall be surrendered to the Owner Trustee, or if the
Owner Trustee shall receive evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (b) there shall be delivered to the Owner
Trustee such security or indemnity as may be required by it to save it
harmless, then, in the absence of notice that such Certificate has been
acquired by a protected purchaser, the Owner Trustee on behalf of the Trust shall
execute and the Owner Trustee shall authenticate and deliver, in exchange for,
or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate, of like tenor and denomination. In connection with the issuance of
any new Certificate under this Section 3.5, the Owner Trustee may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith. Any duplicate Certificate
issued pursuant to this Section 3.5 shall constitute conclusive evidence
of ownership in the Trust, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.


          SECTION
3.6. Persons Deemed Owners of Certificates. Prior to due presentation of
a Certificate for registration of transfer, the Owner Trustee may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving interest or distributions pursuant to
this Agreement and for all other purposes whatsoever, and the Owner Trustee
shall not be bound by any notice to the contrary.


          SECTION
3.7. Access to List of Certificateholders’ Names and Addresses. The
Owner Trustee shall furnish or cause to be furnished to the Servicer and the
Depositor, or to the Indenture Trustee, within fifteen (15) days after receipt
by the Owner Trustee of a written request therefor from the Servicer or the
Depositor, or the Indenture Trustee, as the case may be, a list, in such form
as the requesting party may reasonably require, of the names and addresses of
the Certificateholders as of the most recent Record Date. If three or more
Certificateholders or one or more holders of Certificates evidencing not less
than 25% of the Percentage Interests evidenced by the Certificates apply in
writing to the Owner Trustee, and such application states that the applicants
desire to communicate with other Certificateholders with respect to their
rights under this Agreement or under the Certificates and such application is
accompanied by a copy of the communication that such applicants propose to
transmit, then the Owner Trustee shall, within five (5) Business Days after the
receipt of such application, afford such applicants access during normal
business hours to the current list of Certificateholders. Each
Certificateholder, by receiving and holding a Certificate, shall be deemed to
have agreed not to hold either the Depositor or the Owner Trustee accountable
by reason of the disclosure of its name and address, regardless of the source
from which such information was derived.


          SECTION
3.8. Maintenance of Office or Agency. The Owner Trustee shall maintain
in the State of Delaware, an office or offices or agency or agencies where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Owner Trustee in respect of the
Certificates and the Basic Documents may be served. The Owner Trustee initially
designates its Corporate Trust Office as its principal corporate trust office
for such purposes. The Owner Trustee shall give prompt written notice to the
Depositor and to the Certificateholders of any change in the location of any
such office or agency.


          SECTION
3.9. [Reserved].


7






          SECTION
3.10. [Reserved]. 


          SECTION
3.11. [Reserved].


          SECTION
3.12. [Reserved].


          SECTION
3.13. Definitive Certificates. The Certificates, upon original issuance,
will be issued in the form of a typewritten Certificate or Certificates in the
form attached hereto as Exhibit A to be delivered to the Certificateholders as
directed by the Depositor, by, or on behalf of, the Trust. The Certificates
shall be printed, lithographed, typewritten or engraved or may be produced in
any other manner as is reasonably acceptable to the Owner Trustee, as evidenced
by its execution thereof. 


          SECTION
3.14. Authenticating Agents. (a) The Owner 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 Certificates in
connection with issuance, transfers and exchanges under Sections 3.3, 3.4
and 3.5, as fully to all intents and purposes as though each such
Authenticating Agent had been expressly authorized by those Sections to
authenticate such Certificates. For all purposes of this Agreement, the
authentication of Certificates by an Authenticating Agent pursuant to this Section
3.14 shall be deemed to be the authentication of Certificates “by the Owner
Trustee.”


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


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


          (d)
The Servicer, pursuant to the Sale and Servicing Agreement, agrees to pay to
each Authenticating Agent from time to time reasonable compensation for its
services. The provisions of Section 6.4 shall be applicable to any
Authenticating Agent.


ARTICLE IV


ACTIONS BY OWNER TRUSTEE


          SECTION
4.1. Prior Notice to Certificateholders with Respect to Certain Matters.
It is the intention of the Depositor and the Certificateholders that the powers
and duties of the Owner Trustee are ministerial only and that any
non-ministerial action (including the taking of any legal


8






action) may
only be taken by the Owner Trustee in accordance with this Section 4.1.
With respect to the following matters, the Owner Trustee shall not take action
unless, (i) at least thirty (30) days before the taking of such action, the
Owner Trustee shall have notified the Certificateholders of record as of the preceding
Record Date and the Rating Agencies in writing of the proposed action and (ii)
Certificateholders holding not less than a majority of the Percentage Interests
evidenced by the Certificates shall not have notified the Owner Trustee in
writing prior to the 30th day after such notice is given that such
Certificateholders have withheld consent or provided alternative direction:


          (a)
the initiation of any material claim or lawsuit by the Trust (except claims or
lawsuits brought by the Servicer in connection with the collection of the
Receivables) and the settlement of any material action, claim or lawsuit
brought by or against the Trust (except with respect to the aforementioned
claims or lawsuits for collection by the Servicer of the Receivables);


          (b)
the election by the Trust to file an amendment to the Certificate of Trust
(unless such amendment is required to be filed under the Statutory Trust
Statute);


          (c)
the amendment of the Indenture by a supplemental indenture in circumstances
where the consent of any Noteholder is required;


          (d)
the amendment of the Indenture by a supplemental indenture in circumstances
where the consent of any Noteholder is not required and such amendment would
materially adversely affect the interests of the Certificateholders; or


          (e)
the amendment, change or modification of the Sale and Servicing Agreement or
the Administration Agreement, except to cure any ambiguity or to amend or
supplement any provision in a manner or to add any provision that would not
materially adversely affect the interests of the Certificateholders.


          SECTION
4.2. Action by Certificateholders with Respect to Certain Matters. The
Owner Trustee may not, except upon the occurrence of an Event of Servicing
Termination subsequent to the payment in full of the Notes and in accordance
with the written direction of Certificateholders holding not less than a
majority of the Percentage Interests evidenced by the Certificates, (a) remove
the Servicer under the Sale and Servicing Agreement pursuant to Article VII
thereof, (b) appoint a successor Servicer pursuant to Article VII of the
Sale and Servicing Agreement, (c) remove the Administrator under the
Administration Agreement pursuant to Section 9 thereof or (d) appoint a
successor Administrator pursuant to Section 9 of the Administration
Agreement.


          SECTION
4.3. Action by Certificateholders with Respect to Bankruptcy. The Owner
Trustee shall not have the power to commence a voluntary proceeding in bankruptcy
relating to the Trust until one year and one day after the Notes have been paid
in full and each Certificateholder (other than the Depositor) approves of such
commencement in advance and delivers to the Owner Trustee a certificate
certifying that such Certificateholder reasonably believes that the Trust is
insolvent.


9






          SECTION
4.4. Restrictions on Certificateholders’ Power. The Certificateholders
shall not direct the Owner Trustee to take or to refrain from taking any action
if such action or inaction would be contrary to any obligation of the Trust or
the Owner Trustee under this Agreement or any of the other Basic Documents or
would be contrary to Section 2.3, nor shall the Owner Trustee be
obligated to follow any such direction, if given.


          SECTION
4.5. Majority Control. Except as expressly provided herein, any action
that may be taken by the Certificateholders under this Agreement may be taken
by the Certificateholders holding not less than a majority of the Percentage
Interests evidenced by the Certificates. Except as expressly provided herein,
any written notice of the Certificateholders delivered pursuant to this
Agreement shall be effective if signed by holders of Certificates evidencing
not less than a majority of the Percentage Interests evidenced by the
Certificates at the time of the delivery of such notice.


ARTICLE V


APPLICATION OF TRUST FUNDS; CERTAIN DUTIES


          SECTION
5.1. [Reserved].


          SECTION
5.2. Application of Trust Funds. (a) Distributions on the Certificate
shall be made in accordance with the provisions of the Indenture and the Sale
and Servicing Agreement. Subject to the lien of the Indenture, the Owner
Trustee shall promptly distribute to the Certificateholder all other amounts
(if any) received by the Issuer or the Owner Trustee in respect of the Trust
Property. After the termination of the Indenture in accordance with its terms,
the Owner Trustee shall distribute all amounts received (if any) by the Issuer
and the Owner Trustee in respect of the Trust Property at the direction of the
Certificateholder.


          (b)
On each Payment Date, the Owner Trustee shall send to each Certificateholder
(other than the Depositor) as of the related Record Date the statement provided
to the Owner Trustee by the Servicer pursuant to Section 4.9 of the Sale
and Servicing Agreement with respect to such Payment Date.


          (c)
In the event that any withholding tax is imposed on the Trust’s payment (or
allocations of income) to a Certificateholder, such tax shall reduce the amount
otherwise distributable to such Certificateholder in accordance with this Section
5.2. The Owner Trustee is hereby authorized and directed to retain from
amounts otherwise distributable to the Certificateholders sufficient funds for
the payment of any such withholding tax that is legally owed by the Trust (but
such authorization shall not prevent the Owner Trustee from contesting any such
tax in appropriate proceedings, and withholding payment of such tax, if
permitted by law, pending the outcome of such proceedings). The amount of any
withholding tax imposed with respect to a Certificateholder shall be treated as
cash distributed to such Certificateholder at the time it is withheld by the
Trust and remitted to the appropriate taxing authority. If there is a
possibility that withholding tax is payable with respect to a distribution
(such as a distribution to a non-U.S. Certificateholder), the Owner Trustee
may, in its sole discretion, withhold such amounts in accordance with this paragraph
(c). In the event that a Certificateholder wishes to apply for a refund of
any such withholding tax, the Owner Trustee shall reasonably cooperate


10






with such
Certificateholder in making such claim so long as such Certificateholder agrees
to reimburse the Owner Trustee for any out-of-pocket expenses incurred.


          SECTION
5.3. Method of Payment. Subject to Section 8.1(c), distributions
required to be made to Certificateholders on any Payment Date shall be made to
each Certificateholder of record on the preceding Record Date either by wire
transfer, in immediately available funds, to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if (i) such Certificateholder shall have provided to the Owner Trustee
and Indenture Trustee appropriate written instructions at least five (5)
Business Days prior to such Payment Date and such Certificateholder’s
Certificates in the aggregate evidence a denomination of not less than thirty
percent (30%) Percentage Interest, or (ii) such Certificateholder is the
Depositor or, if not, by check mailed to such Certificateholder at the address
designated by such Certificateholder to the Owner Trustee and Indenture Trustee
in writing.


          SECTION
5.4. No Segregation of Monies; No Interest. Subject to Section 5.2,
monies received by the Owner Trustee hereunder need not be segregated in any
manner except to the extent required by law, the Indenture or the Sale and
Servicing Agreement, and may be deposited under such general conditions as may
be prescribed by law, and the Owner Trustee shall not be liable for any
interest thereon.


          SECTION
5.5. Accounting and Reports to Noteholders, Certificateholders, Internal
Revenue Service and Others. The Trust shall, based on information provided
by or on behalf of the Depositor, (a) maintain (or cause to be maintained) the
books of the Trust on a calendar year basis and the accrual method of
accounting, (b) deliver (or cause to be delivered) to each Certificateholder,
as may be required by the Code and applicable Treasury Regulations, such
information as may be required (including Schedule K-1 if the Trust is treated
as a partnership for federal income tax purposes) to enable each
Certificateholder to prepare its federal and State income tax returns, (c)
prepare (or cause to be prepared), file (or cause to be filed) such tax returns
relating to the Trust (including a partnership information return, IRS Form
1065 if the Trust is treated as a partnership for federal income tax purposes)
and make such elections as may from time to time be required or appropriate
under any applicable State or federal statute or rule or regulation thereunder
so as to prevent the Trust from being taxed as a corporation, (d) cause such
tax returns to be signed in the manner required by law and (e) collect or cause
to be collected any withholding tax as described in and in accordance with Section
5.2(c) with respect to income or distributions to Certificateholders. If
the Trust is treated as a partnership for federal tax purposes the Trust shall
elect under Section 1278 of the Code to include in income currently any market
discount that accrues with respect to the Receivables. The Trust shall not make
the election provided under Section 754 of the Code.


          SECTION
5.6. Signature on Returns; Tax Matters Partner. (a) The Servicer shall
prepare (or cause to be prepared) and the Depositor shall sign, on behalf of
the Trust, the tax returns of the Trust, if any, unless applicable law requires
a Certificateholder to sign such documents.


          (b)
In the event that the Trust is designated as a partnership for federal income
tax purposes, the Depositor shall be designated the “tax matters partner” of
the Trust pursuant to Section 6231(a)(7)(A) of the Code.


11






ARTICLE VI


AUTHORITY AND DUTIES OF OWNER TRUSTEE


          SECTION
6.1. General Authority. The Owner Trustee is authorized and directed to
execute and deliver on behalf of the Trust the Basic Documents to which the
Trust is to be a party and each certificate or other document attached as an
exhibit to or contemplated by the Basic Documents to which the Trust is to be a
party and any amendment or other agreement, in each case, in such form as the
Depositor shall approve, as evidenced conclusively by the Owner Trustee’s
execution thereof and the Depositor’s execution of this Agreement, and to
direct the Indenture Trustee to authenticate and deliver (i) Class A-1 Notes in
the aggregate principal amount of $254,000,000, (ii) Class A-2 Notes in the
aggregate principal amount of $330,000,000, (iii) Class A-3 Notes in the
aggregate principal amount of $373,000,000, (iv) Class A-4 Notes in the
aggregate principal amount of $258,625,000 and (v) Class B Notes, in the
aggregate principal amount of $34,375,000. In addition to the foregoing, the
Owner Trustee is authorized to take all actions required of the Trust pursuant
to the Basic Documents. The Owner Trustee is further authorized from time to
time to take such action on behalf of the Trust as is permitted by the Basic
Documents and which the Servicer or the Administrator directs with respect to
the Basic Documents, except to the extent that this Agreement expressly
requires the consent of Certificateholders for such action.


          SECTION
6.2. General Duties. Subject to Section 4.1 hereof, it shall be
the duty of the Owner Trustee to discharge (or cause to be discharged) all of
its responsibilities pursuant to the terms of this Agreement and the other
Basic Documents to which the Trust is a party and to administer the Trust in
the interest of the Certificateholders, subject to the Lien of the Indenture
and in accordance with the provisions of this Agreement and the other Basic
Documents. Notwithstanding anything else to the contrary in this Agreement, the
Owner Trustee shall be deemed to have discharged its duties and
responsibilities hereunder and under the Basic Documents to the extent the
Administrator is required in the Administration Agreement to perform any act or
to discharge such duty of the Owner Trustee or the Trust hereunder or under any
other Basic Document, and the Owner Trustee shall not be held liable for the
default or failure of the Administrator to carry out its obligations under the
Administration Agreement. Except as expressly provided in the Basic Documents,
the Owner Trustee shall have no obligation to administer, service or collect
the Receivables or to maintain, monitor or otherwise supervise the
administration, servicing or collection of the Receivables.


          SECTION
6.3. Action upon Instruction. (a) Subject to Article IV, and in
accordance with the terms of the Basic Documents, a majority of the Percentage
Interests evidenced by the Certificates may, by written instruction, direct the
Owner Trustee in the management of the Trust.


          (b)
The Owner Trustee shall not be required to take any action hereunder or under
any Basic Document if the Owner Trustee shall have reasonably determined, or
shall have been advised by counsel, that such action is likely to result in
liability on the part of the Owner Trustee or is contrary to the terms hereof
or of any other Basic Document or is otherwise contrary to law.


12






          (c)
Whenever the Owner Trustee is unable to decide between alternative courses of
action permitted or required by the terms of this Agreement or any other Basic
Document, the Owner Trustee shall promptly give notice (in such form as shall
be appropriate under the circumstances) to the Certificateholders requesting
instruction as to the course of action to be adopted, and to the extent the
Owner Trustee acts in good faith in accordance with any written instruction of
the Certificateholders received, the Owner Trustee shall not be liable on
account of such action to any Person. If the Owner Trustee shall not have
received appropriate instruction within ten (10) days of such notice (or within
such shorter period of time as reasonably may be specified in such notice or
may be necessary under the circumstances) it may, but shall be under no duty
to, take or refrain from taking such action, not inconsistent with this
Agreement or the other Basic Documents, as it shall deem to be in the best
interests of the Certificateholders, and shall have no liability to any Person
for such action or inaction.


          (d)
In the event the Owner Trustee is unsure as to the application of any provision
of this Agreement or any other Basic Document or any such provision is
ambiguous as to its application, or is, or appears to be, in conflict with any
other applicable provision, or in the event that this Agreement permits any
determination by the Owner Trustee or is silent or is incomplete as to the
course of action that the Owner Trustee is required to take with respect to a
particular set of facts, the Owner Trustee may give notice (in such form as
shall be appropriate under the circumstances) to the Certificateholders
requesting instruction and, to the extent that the Owner Trustee acts or
refrains from acting in good faith in accordance with any such instruction
received, the Owner Trustee shall not be liable, on account of such action or
inaction, to any Person. If the Owner Trustee shall not have received
appropriate instruction within ten (10) days of such notice (or within such
shorter period of time as reasonably may be specified in such notice or may be
necessary under the circumstances) it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Agreement or the
other Basic Documents, as it shall deem to be in the best interests of the
Certificateholders, and shall have no liability to any Person for such action
or inaction.


          SECTION
6.4. No Duties Except as Specified in this Agreement or in Instructions.
The Owner Trustee shall not have any duty or obligation to manage, make any
payment with respect to, register, record, sell, dispose of, or otherwise deal
with the Trust Property, or to otherwise take or refrain from taking any action
under, or in connection with, any document contemplated hereby to which the
Owner Trustee or the Trust is a party, except as expressly provided by the
terms of this Agreement or in any document or written instruction received by
the Owner Trustee pursuant to Section 6.3; and no implied duties or
obligations shall be read into this Agreement or any other Basic Document
against the Owner Trustee. The Owner Trustee shall have no responsibility for
filing any financing or continuation statement in any public office at any time
or to otherwise perfect or maintain the perfection of any security interest or
Lien granted to it hereunder or to prepare or file any Commission filing for
the Trust or to record this Agreement or any other Basic Document.
Notwithstanding any Person’s right to instruct the Owner Trustee, neither the
Owner Trustee nor any agent, employee, director or officer of the Owner Trustee
shall have any obligation to execute any certificates or other documents
required pursuant to the Sarbanes-Oxley Act of 2002 or the rules and
regulations promulgated thereunder, and the refusal to comply with any such instructions
shall not constitute a default or breech under any Basic Document. The Owner
Trustee nevertheless agrees that it will, at its own cost and expense, promptly
take all action as may be necessary to discharge any Lien (other than the Lien
of the


13






Indenture) on
any part of the Trust Property that results from actions by, or claims against,
the Owner Trustee that are not related to the ownership or the administration
of the Trust Property.


          SECTION
6.5. No Action Except Under Specified Documents or Instructions. The
Owner Trustee shall not manage, control, use, sell, dispose of or otherwise
deal with any part of the Trust Property except (i) in accordance with the
powers granted to and the authority conferred upon the Owner Trustee pursuant
to this Agreement, (ii) in accordance with the other Basic Documents to which
the Trust or the Owner Trust is a party and (iii) in accordance with any
document or instruction delivered to the Owner Trustee pursuant to Section
6.3. Neither the Depositor nor the Certificateholders shall direct the
Trustee to take any action that would violate the provisions of this Section
6.5.


          SECTION
6.6. Restrictions. The Owner Trustee shall not take any action (a) that
is inconsistent with the purposes of the Trust set forth in Section 2.3
or (b) that, to the actual knowledge of the Owner Trustee, would (i) affect the
treatment of the Notes as indebtedness for federal income or Applicable Tax
State income or franchise tax purposes, (ii) be deemed to cause a taxable
exchange of the Notes for federal income or Applicable Tax State income or
franchise tax purposes or (iii) cause the Trust or any portion thereof to be
taxable as an association (or publicly traded partnership) taxable as a
corporation for federal income or Applicable Tax State income or franchise tax
purposes. The Certificateholders shall not direct the Owner Trustee to take
action that would violate the provisions of this Section 6.6.


          SECTION
6.7. Acceptance of Trusts and Duties. The Owner Trustee accepts the
trusts hereby created and agrees to perform its duties hereunder with respect
to such trusts but only upon the terms of this Agreement. The Owner Trustee
also agrees to disburse all monies actually received by it constituting part of
the Trust Property upon the terms of this Agreement and the other Basic
Documents to which the Owner Trustee is a party. The Owner Trustee shall not be
answerable or accountable hereunder or under any other Basic Document under any
circumstances, except (i) for its own willful misconduct, bad faith or
negligence or (ii) in the case of the inaccuracy of any representation or
warranty contained in Section 6.9 expressly made by the Owner Trustee.
In particular, but not by way of limitation (and subject to the exceptions set
forth in the preceding sentence):


	
 

	
 


	
 

	
          (a)
  the Owner Trustee shall not be liable for any error of judgment made by a
  Responsible Officer of the Owner Trustee;


	
 

	
 


	
 

	
          (b)
  the Owner Trustee shall not be liable with respect to any action taken or
  omitted to be taken by it in good faith in accordance with the instructions
  of any Certificateholder, the Indenture Trustee, the Depositor, the
  Administrator or the Servicer;


	
 

	
 


	
 

	
          (c)
  no provision of this Agreement or any other Basic Document shall require the
  Owner Trustee to expend or risk funds or otherwise incur any financial
  liability in the performance of any of its rights or powers hereunder or
  under any other Basic Document if the Owner Trustee shall have reasonable grounds
  for believing that repayment of such funds or adequate indemnity against such
  risk or liability is not reasonably assured or provided to it;





14






	
 

	
 


	
 

	
          (d)
  under no circumstances shall the Owner Trustee be liable for indebtedness
  evidenced by or arising under any of the Basic Documents, including the
  principal of and interest on the Notes or amounts payable or distributable on
  the Certificates;


	
 

	
 


	
 

	
          (e)
  the Owner Trustee shall not be responsible for or in respect of the validity
  or sufficiency of this Agreement or for the due execution hereof by the
  Depositor or for the form, character, genuineness, sufficiency, value or
  validity of any of the Trust Property, or for or in respect of the validity
  or sufficiency of the other Basic Documents, other than the certificate of
  authentication on the Certificates, and the Owner Trustee shall in no event
  assume or incur any liability, duty, or obligation to any Noteholder or to
  any Certificateholder, other than as expressly provided for herein and in the
  other Basic Documents;


	
 

	
 


	
 

	
          (f)
  the Owner Trustee shall not be liable for the default or misconduct of the
  Servicer, the Administrator, the Depositor or the Indenture Trustee under any
  of the Basic Documents or otherwise and the Owner Trustee shall have no
  obligation or liability to perform the obligations of the Trust under this
  Agreement or the other Basic Documents that are required to be performed by
  the Administrator under the Administration Agreement, the Indenture Trustee
  under the Indenture or the Depositor or the Servicer under the Sale and
  Servicing Agreement; and


	
 

	
 


	
 

	
          (g)
  the Owner Trustee shall be under no obligation to exercise any of the rights
  or powers vested in it by this Agreement, or to institute, conduct or defend
  any litigation under this Agreement or otherwise or in relation to this
  Agreement or any other Basic Document, at the request, order or direction of
  any of the Certificateholders, unless such Certificateholders have offered to
  the Owner Trustee reasonable security or indemnity against the costs,
  expenses and liabilities that may be incurred by the Owner Trustee therein or
  thereby.





          The
right of the Owner Trustee to perform any discretionary act enumerated in this
Agreement or in any other Basic Document shall not be construed as a duty, and
the Owner Trustee shall not be answerable for other than its willful
misconduct, bad faith or negligence in the performance of any such act.


          SECTION
6.8. Furnishing of Documents. The Owner Trustee shall furnish to the
Certificateholders, promptly upon receipt of a written request therefor,
duplicates or copies of all reports, notices, requests, demands, certificates,
financial statements and any other instruments furnished to the Owner Trustee
under the Basic Documents.


          SECTION
6.9. Representations and Warranties. (a) The Owner Trustee hereby
represents and warrants to the Depositor, for the benefit of the
Certificateholders, that:


	
 

	
 


	
 

	
          (i)
  It is a Delaware limited purpose trust company duly organized and validly
  existing in good standing under the laws of the State of Delaware. It has all
  requisite corporate power and authority to execute, deliver and perform its
  obligations under this Agreement.





15







	
 

	
 


	
 

	
          (ii)
 It has taken all corporate action necessary to authorize the execution and
 delivery by it of this Agreement, and this Agreement will be executed and
 delivered by one of its officers who is duly authorized to execute and
 deliver this Agreement on its behalf.


	
 

	
 


	
 

	
          (iii)
 Neither the execution nor the delivery by it of this Agreement, nor the
 consummation by it of the transactions contemplated hereby nor compliance by
 it with any of the terms or provisions hereof will contravene any federal or
 Delaware State law, governmental rule or regulation governing the banking or
 trust powers of the Owner Trustee or any judgment or order binding on it, or
 constitute any default under its charter documents or by-laws or any
 indenture, mortgage, contract, agreement or instrument to which it is a party
 or by which any of its properties may be bound.





          SECTION
6.10. Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon,
shall be protected in relying upon, and shall incur no liability to anyone in
acting upon, any signature, instrument, notice, resolution, request, consent,
order, certificate, report, opinion, bond, or other document or paper believed
by it to be genuine and believed by it to be signed by the proper party or parties.
The Owner Trustee may accept a certified copy of a resolution of the board of
directors or other governing body of any party as conclusive evidence that such
resolution has been duly adopted by such body and that the same is in full
force and effect. As to any fact or matter the method of determination of which
is not specifically prescribed herein, the Owner Trustee may for all purposes
hereof rely on a certificate, signed by the president or any vice president or
by the treasurer or other authorized officers of the relevant party, as to such
fact or matter and such certificate shall constitute full protection to the
Owner Trustee for any action taken or omitted to be taken by it in good faith
in reliance thereon.


          (b)
In the exercise or administration of the trusts hereunder and in the
performance of its duties and obligations under this Agreement or the other
Basic Documents, the Owner Trustee (i) may act directly or through its agents
or attorneys pursuant to agreements entered into with any of them, and the
Owner Trustee shall not be liable for the conduct or misconduct of such agents
or attorneys if such agents or attorneys shall have been selected by the Owner
Trustee with reasonable care, and (ii) may consult with counsel, accountants
and other skilled Persons to be selected with reasonable care and employed by
it. The Owner Trustee shall not be liable for anything done, suffered or
omitted in good faith by it in accordance with the written opinion or advice of
any such counsel, accountants or other such Persons and not contrary to this
Agreement or any other Basic Document.


          SECTION
6.11. Not Acting in Individual Capacity. Except as provided in this
Article VI, in accepting the trusts hereby created, Wells Fargo Delaware Trust
Company acts solely as Owner Trustee hereunder and not in its individual
capacity, and all Persons having any claim against the Owner Trustee by reason
of the transactions contemplated by this Agreement or any other Basic Document
shall look only to the Trust Property for payment or satisfaction thereof. 


          SECTION
6.12. Owner Trustee Not Liable for Certificates or Receivables. The
recitals contained herein and in the Certificates (other than the signature and
countersignature of the Owner Trustee on the Certificates) shall be taken as
the statements of the Depositor, and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner Trustee makes


16






no
representations as to the validity or sufficiency of this Agreement, of any
other Basic Document or of the Certificates (other than the signature and
countersignature of the Owner Trustee on the Certificates) or the Notes, or of
any Receivable or related documents. The Owner Trustee shall at no time have
any responsibility or liability for or with respect to the legality, validity
and enforceability of any Receivable, or the perfection and priority of any
security interest created by any Receivable in any Financed Vehicle or the
maintenance of any such perfection and priority, or for or with respect to the
sufficiency of the Trust Property or its ability to generate the payments to be
distributed to Certificateholders under this Agreement or the Noteholders under
the Indenture, including, without limitation: the existence, condition and ownership
of any Financed Vehicle; the existence and enforceability of any insurance
thereon; the existence and contents of any Receivable on any computer or other
record thereof; the validity of the assignment of any Receivable to the Trust
or any intervening assignment; the completeness of any Receivable; the
performance or enforcement of any Receivable; the compliance by the Depositor
or the Servicer with any warranty or representation made under any Basic
Document or in any related document, or the accuracy of any such warranty or
representation, or any action of the Indenture Trustee, the Administrator or
the Servicer or any subservicer taken in the name of the Owner Trustee.


          SECTION
6.13. Owner Trustee May Own Certificates and Notes. Wells Fargo Delaware
Trust Company, in its individual or any other capacity, may become the owner or
pledgee of Certificates or Notes and may deal with the Depositor, the Servicer,
the Administrator and the Indenture Trustee in banking transactions with the
same rights as they would have if it was not the Owner Trustee.


ARTICLE VII


COMPENSATION AND INDEMNITY OF OWNER TRUSTEE


          SECTION
7.1. Owner Trustee’s Fees and Expenses. The Servicer, pursuant to the
Sale and Servicing Agreement, shall pay to the Owner Trustee as compensation
for its services hereunder such fees as have been separately agreed upon prior
to the date hereof between the Servicer and the Owner Trustee, and the Servicer
pursuant to the Sale and Servicing Agreement shall reimburse the Owner Trustee
for its other reasonable expenses hereunder, including the reasonable
compensation, expenses and disbursements of such agents, representatives,
experts and counsel as the Owner Trustee may employ in connection with the
exercise and performance of its rights and its duties hereunder. The Servicer
shall indemnify the Owner Trustee pursuant to the Sale and Servicing Agreement.


          SECTION
7.2. Payments to Owner Trustee. Any amounts paid to the Owner Trustee
pursuant to this Article VII shall be deemed not to be a part of the
Trust Property immediately after such payment.


17






ARTICLE VIII


TERMINATION


          SECTION
8.1. Termination of the Trust. (a) The Trust shall dissolve and wind up,
(i) upon the maturity or other liquidation of the last remaining Receivable and
the disposition of any amounts received upon such maturity or liquidation, (ii)
upon the payment to the Noteholders and the Certificateholders of all amounts
required to be paid to them pursuant to the terms of the Indenture, the Sale and
Servicing Agreement, Article V and Section 8.2, or (iii) upon the
entry of an order for the dissolution of the Trust from a court of competent
jurisdiction. Any Insolvency Event, liquidation, dissolution, death or
incapacity with respect to any Certificateholder shall not (x) operate to
terminate this Agreement or dissolve and/or terminate the Trust, nor (y)
entitle such Certificateholder’s legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or
winding up of all or any part of the Trust or Trust Property nor (z) otherwise
affect the rights, obligations and liabilities of the parties hereto. Upon
dissolution of the Trust, the Owner Trustee shall wind up the business and
affairs of the Trust as required by Section 3808 of the Statutory Trust
Statute.


          (b)
Except as provided in Section 8.1(a), neither the Depositor nor any
Certificateholder shall be entitled to revoke or terminate the Trust.


          (c)
Notice of any dissolution of the Trust, specifying the Payment Date upon which
the Certificateholders shall surrender their Certificates to the Owner Trustee
for payment of the final distribution and cancellation, shall be given by the
Owner Trustee by letter to Certificateholders mailed within five (5) Business
Days of receipt of notice of such dissolution from the Servicer, stating (i)
the Payment Date upon or with respect to which final payment of the
Certificates shall be made upon presentation and surrender of the Certificates
at the office of the Owner Trustee therein designated, (ii) the amount of any
such final payment (after reservation of sums sufficient to pay all claims and
obligations, if any, known to the Owner Trustee and payable by the Trust) and
(iii) that the Record Date otherwise applicable to such Payment Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office of the Owner Trustee therein specified. Upon
presentation and surrender of the Certificates, the Owner Trustee shall cause
to be distributed to Certificateholders amounts distributable on such Payment
Date pursuant to Section 5.2. Upon the satisfaction and discharge of the
Indenture, and receipt of a certificate from the Indenture Trustee stating that
all Noteholders have been paid in full and that the Indenture Trustee is aware
of no claims remaining against the Trust in respect of the Indenture and the
Notes, the Owner Trustee, in the absence of actual knowledge of any other claim
against the Trust, shall be deemed to have made reasonable provision to pay all
claims and obligations (including conditional, contingent or unmatured
obligations) for purposes of Section 3808(e) of the Statutory Trust Statute.


          In
the event that all of the Certificateholders shall not surrender their
Certificates for cancellation within six (6) months after the date specified in
the above mentioned written notice, the Owner Trustee shall give a second
written notice to the remaining Certificateholders to surrender their Certificates
for cancellation and receive the final distribution with respect thereto. If
within one year after the second notice all the Certificates shall not have
been surrendered for cancellation, the Owner Trustee may take appropriate
steps, or may appoint an agent to take


18






appropriate
steps, to contact the remaining Certificateholders concerning surrender of
their Certificates and the cost thereof shall be paid out of the funds and
other assets that shall remain subject to this Agreement. Subject to applicable
escheat laws, any funds remaining in the Trust after exhaustion of such
remedies shall be distributed by the Owner Trustee to the Depositor.


          (d)
Upon final distribution of any funds remaining in the Trust, the Owner Trustee
shall cause the Certificate of Trust to be cancelled by filing a certificate of
cancellation with the Secretary of State in accordance with the provisions of
Section 3810(d) of the Statutory Trust Statute whereupon the Trust and this
Agreement shall terminate.


ARTICLE IX


SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER
TRUSTEES


          SECTION
9.1. Eligibility Requirements for Owner Trustee. (a) The Owner Trustee
shall at all times (i) be authorized to exercise corporate trust powers; (ii)
have (or shall have a parent that has) a combined capital and surplus of at
least $50,000,000 and shall be subject to supervision or examination by federal
or state authorities; and (iii) shall have (or shall have a parent that has) a
long-term debt rating of investment grade by each of the Rating Agencies or be
otherwise acceptable to the Rating Agencies. If such corporation shall publish
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purpose of
this Section 9.1, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Owner Trustee
shall cease to be eligible in accordance with the provisions of this Section
9.1, the Owner Trustee shall resign immediately in the manner and with the
effect specified in Section 9.2.


          (b)
The Owner Trustee shall at all times be an institution satisfying the provisions
of Section 3807(a) of the Statutory Trust Statute.


          SECTION
9.2. Resignation or Removal of Owner Trustee. (a) The Owner Trustee may
at any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Administrator and the Depositor, and will provide
to the Depositor in writing and in form and substance reasonably satisfactory
to the Depositor, all information reasonably requested by the Depositor in
order to comply with its reporting obligation under the Exchange Act with
respect to the resignation of the Owner Trustee. Upon receiving such notice of
resignation, the Administrator shall promptly appoint a successor Owner Trustee
by written instrument, in duplicate, one copy of which instrument shall be delivered
to the resigning Owner Trustee and one copy to the applicable successor Owner
Trustee. If no successor Owner Trustee shall have been so appointed and have
accepted appointment within thirty (30) days after the giving of such notice of
resignation, the resigning Owner Trustee may petition any court of competent
jurisdiction for the appointment of a successor Owner Trustee; provided, however, that such right to
appoint or to petition for the appointment of any such successor shall in no
event relieve the resigning Owner Trustee from any obligations otherwise
imposed on it under the Basic Documents until such successor has in fact
assumed such appointment.


19






          (b)
If at any time the Owner Trustee shall cease to be eligible in accordance with
the provisions of Section 9.1 or resigns pursuant to Section 9.2
of this Agreement and the ineligible or non-resigning Owner Trustee shall fail
to resign after written request therefor by the Administrator, or if at any
time the Owner Trustee shall be legally unable to act, or if at any time an
Insolvency Event with respect to the Owner Trustee shall have occurred and be
continuing, then the Administrator may remove the Owner Trustee. If at any time
the Owner Trustee shall fail to comply with any of its obligations under Section
9.2 or Section 9.4 of this Agreement or Article X of the Sale
and Servicing Agreement during the period that the Depositor is required to
file Exchange Act Reports with respect to the Trust and such failure is not
remedied within the lesser of ten calendar days and the period of time in which
the related Exchange Act Report is required to be filed (without taking into
account any extensions), then the Depositor may remove the Owner Trustee. If
the Administrator or Depositor shall remove the Owner Trustee under the
authority of the immediately preceding sentence, the Administrator shall
promptly appoint a successor Owner Trustee, by written instrument, in
triplicate, one copy of which instrument shall be delivered to the outgoing Owner
Trustee so removed, one copy to the successor Owner Trustee, and one copy to
the Depositor, together with the basis for removal and shall pay all fees owed
to the outgoing Owner Trustee.


          (c)
Any resignation or removal of an Owner Trustee and appointment of a successor
Owner Trustee pursuant to any of the provisions of this Section 9.2
shall not become effective until acceptance of appointment by the successor
Owner Trustee pursuant to Section 9.3, payment of all fees and expenses
owed to the outgoing Owner Trustee and the filing of a certificate of amendment
to the Certificate of Trust if required by the Statutory Trust Statute. The
Administrator shall provide notice of such resignation or removal of the Owner
Trustee to the Certificateholders, the Indenture Trustee, the Noteholders and
each of the Rating Agencies.


          SECTION
9.3. Successor Owner Trustee. (a) Any successor Owner Trustee appointed
pursuant to Section 9.2 shall execute, acknowledge and deliver to the
Administrator and to its predecessor Owner Trustee an instrument accepting such
appointment under this Agreement and deliver to the Depositor in writing and in
form and substance reasonably satisfactory to the Depositor, all information
reasonably requested by the Depositor in order to comply with its reporting
obligation under the Exchange Act with respect to the successor Owner Trustee.
Upon the resignation or removal of the predecessor Owner Trustee becoming
effective pursuant to Section 9.2, such successor Owner Trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties, and obligations of its predecessor under this
Agreement, with like effect as if originally named as Owner Trustee. The
predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver
to the successor Owner Trustee all documents and statements and monies held by
it under this Agreement, and the Administrator and the predecessor Owner
Trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for fully and certainly vesting and confirming in
the successor Owner Trustee all such rights, powers, duties, and obligations.


          (b)
No successor Owner Trustee shall accept appointment as provided in this Section
9.3 unless, at the time of such acceptance, such successor Owner Trustee
shall be eligible pursuant to Section 9.1.


20






          (c)
Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section
9.3, the Administrator shall mail notice of the successor of such Owner
Trustee to all Certificateholders, the Servicer, the Indenture Trustee, the
Noteholders and the Rating Agencies. If the Administrator shall fail to mail
such notice within ten (10) days after acceptance of such appointment by the
successor Owner Trustee, the successor Owner Trustee shall cause such notice to
be mailed at the expense of the Administrator.


          (d)
Any successor Owner Trustee appointed hereunder shall file the amendments to
the Certificate of Trust with the Secretary of State identifying the name and
principal place of business of such successor Owner Trustee in the State of
Delaware.


          SECTION
9.4. Merger or Consolidation of Owner Trustee. Any corporation into
which the Owner Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall, without the execution or filing of any instrument or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding, be the successor of the Owner Trustee hereunder; provided that such corporation shall be
eligible pursuant to Section 9.1; and provided
further, that (i) the Owner Trustee shall mail notice of such merger
or consolidation to the Rating Agencies and the Depositor not less than fifteen
(15) days prior to the effective date thereof, (ii) the Owner Trustee shall
file an amendment to the Certificate of Trust as required by Section 9.3
and (iii) the Owner Trustee will provide the Depositor in writing and in form
and substance reasonably satisfactory to the Depositor, all information
reasonably requested by the Depositor in order to comply with its reporting
obligation under the Exchange Act with respect to the successor Owner Trustee.


          SECTION
9.5. Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust
Property or any Financed Vehicle may at the time be located, the Administrator
and the Owner Trustee acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Owner
Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate
trustee or separate trustees, of all or any part of the Trust, and to vest in
such Person, in such capacity, such title to the Trust Property, or any part
thereof, and, subject to the other provisions of this Section 9.5, such
powers, duties, obligations, rights and trusts as the Administrator and the
Owner Trustee may consider necessary or desirable. If the Administrator shall
not have joined in such appointment within fifteen (15) days after the receipt
by it of a request so to do, the Owner Trustee alone shall have the power to
make such appointment. No co-trustee or separate trustee under this Agreement
shall be required to meet the terms of eligibility as a successor trustee
pursuant to Section 9.1 and no notice of the appointment of any
co-trustee or separate trustee shall be required pursuant to Section 9.3.


          (b)
Each 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
 Owner Trustee shall be conferred upon and exercised or performed by the Owner
 Trustee





21






	
 

	
 


	
 

	
and such
 separate trustee or co-trustee jointly (it being understood that such
 separate trustee or co-trustee is not authorized to act separately without
 the Owner 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 Owner 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 Trust 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 Owner Trustee;


	
 

	
 


	
 

	
          (ii)
 no trustee under this Agreement shall be personally liable by reason of any
 act or omission of any other trustee under this Agreement; and


	
 

	
 


	
 

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





          (c)
Any notice, request or other writing given to the Owner Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. 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
Owner Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Owner Trustee. Each such instrument shall be filed with the
Owner Trustee and a copy thereof given to the Administrator.


          (d)
Any separate trustee or co-trustee may at any time appoint the Owner Trustee as
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 Agreement
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
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor trustee.


          SECTION
9.6. Compliance with Statutory Trust Statute. Notwithstanding anything
herein to the contrary, the Trust shall at all times have at least one trustee
which meets the requirements of Section 3807(a) of the Statutory Trust Statute.


22






ARTICLE X


MISCELLANEOUS


          SECTION
10.1. Amendments. (a) This Agreement may be amended by the Depositor and
the Owner Trustee, with prior written notice to the Rating Agencies and the
Indenture Trustee, without the consent of any of the Noteholders or the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions in this Agreement inconsistent with any other provision of this
Agreement or for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions in this Agreement; provided, however, that such action shall
not, as evidenced by an Opinion of Counsel satisfactory to the Owner Trustee
and the Indenture Trustee, adversely affect in any material respect the
interests of any Noteholder or Certificateholder; and provided further that an Opinion of
Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to
the effect that such amendment (A) will not materially adversely affect the
federal or any Applicable Tax State income or franchise taxation of any
outstanding Note or Certificate, or any Noteholder or Certificateholder and (B)
will not cause the Trust to be taxable as a corporation for federal or any
Applicable Tax State income or franchise tax purposes.


          (b)
This Agreement may also be amended from time to time by the Depositor and the
Owner Trustee, with prior written notice to the Rating Agencies and the
Indenture Trustee, with the consent of (i) the holders of Notes evidencing not
less than a majority of the principal amount of the Notes Outstanding and (ii)
the holders of Certificates evidencing not less than a majority of the
Percentage Interests evidenced by the Certificates, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholders; provided, however,
that no such amendment shall (i) increase or reduce in any manner the amount
of, or accelerate or delay the timing of, or change the allocation or priority
of, collections of payments on Receivables or distributions that are required
to be made for the benefit of the Noteholders or the Certificateholders, or
(ii) reduce the aforesaid percentage of the principal amount of the Notes
Outstanding and the Percentage Interests required to consent to any such
amendment, without the consent of all the Noteholders and Certificateholders
affected thereby; and provided further,
that an Opinion of Counsel shall be furnished to the Indenture Trustee and the
Owner Trustee to the effect that such amendment (A) will not materially
adversely affect the federal or any Applicable Tax State income or franchise
taxation of any outstanding Note or Certificate, or any Noteholder or
Certificateholder and (B) will not cause the Trust to be taxable as a
corporation for federal or any Applicable Tax State income or franchise tax
purposes.


          (c)
Promptly after the execution of any such amendment, the Owner Trustee shall
furnish written notification of the substance of such amendment or consent to
each Certificateholder, the Indenture Trustee and each of the Rating Agencies.


          (d)
It shall not be necessary for the consent of Certificateholders, the
Noteholders or the Indenture Trustee pursuant to this Section 10.1 to
approve the particular form of any proposed amendment or consent, but it shall
be sufficient if such consent shall approve the substance thereof. The manner
of obtaining such consents (and any other consents of Certificateholders
provided for in this Agreement or in any other Basic Document) and of


23






evidencing the
authorization of the execution thereof by Certificateholders shall be subject
to such reasonable requirements as the Owner Trustee may prescribe.


          (e)
Promptly after the execution of any amendment to the Certificate of Trust, the
Owner Trustee shall cause the filing of such amendment with the Secretary of
State.


          (f)
Prior to the execution of any amendment to this Agreement or the Certificate of
Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion
of Counsel stating that the execution of such amendment is authorized or
permitted by this Agreement. The Owner Trustee may, but shall not be obligated
to, enter into any such amendment which affects the Owner Trustee’s own rights,
duties or immunities under this Agreement or otherwise.


          (g)
In connection with the execution of any amendment to this Agreement or any
amendment to any other agreement to which the Trust is a party, the Owner
Trustee shall be entitled to receive and conclusively rely upon an Opinion of
Counsel to the effect that such amendment is authorized or permitted by the
Basic Documents and that all conditions precedent in the Basic Documents for
the execution and delivery thereof by the Trust or the Owner Trustee, as the
case may be, have been satisfied.


          SECTION
10.2. No Legal Title to Trust Property in Certificateholders. Neither
the Depositor nor the Certificateholders shall have legal title to any part of
the Trust Property. The Certificateholders shall be entitled to receive
distributions with respect to their undivided ownership interest therein only
in accordance with Articles V and VIII. No transfer, by operation
of law or otherwise, of any right, title, or interest of the Certificateholders
to and in their undivided ownership interest in the Trust Property shall
operate to terminate this Agreement or the trusts hereunder or entitle any
transferee to an accounting or to the transfer to it of legal title to any part
of the Trust Property.


          SECTION
10.3. Limitation on Rights of Others. The provisions of this Agreement
are solely for the benefit of the Owner Trustee, the Depositor, the
Administrator, the Certificateholders, the Servicer and, to the extent
expressly provided herein, the Indenture Trustee and the Noteholders, and
nothing in this Agreement, whether express or implied, shall be construed to
give to any other Person any legal or equitable right, remedy or claim in the
Trust Property or under or in respect of this Agreement or any covenants,
conditions or provisions contained herein.


          SECTION
10.4. Notices. (a) Unless otherwise expressly specified or permitted by
the terms hereof, all notices shall be in writing and shall be deemed given
upon receipt by the intended recipient or three (3) Business Days after mailing
if mailed by certified mail, postage prepaid (except that notice to the Owner
Trustee shall be deemed given only upon actual receipt by the Owner Trustee),
if to the Owner Trustee, addressed to the respective Corporate Trust Office; if
to the Depositor, addressed to USAA Acceptance, LLC at the address of its
principal executive office first above written; or, as to each party, at such
other address as shall be designated by such party in a written notice to each
other party.


          (b)
Any notice required or permitted to be given to a Certificateholder shall be
given by first-class mail, postage prepaid, at the address of such
Certificateholder as shall be


24






designated by
such party in a written notice to each other party. Any notice so mailed within
the time prescribed in this Agreement shall be conclusively presumed to have
been duly given, whether or not such Certificateholder receives such notice.


          SECTION
10.5. Severability. Any provision of this Agreement or the Certificates
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
thereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.


          SECTION
10.6. Separate Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together constitute
but one and the same instrument.


          SECTION
10.7. Successors and Assigns. All covenants and agreements contained
herein shall be binding upon, and inure to the benefit of, the Depositor, the
Owner Trustee and its successors and each Certificateholder and its successors
and permitted assigns, all as herein provided. Any request, notice, direction,
consent, waiver or other instrument or action by a Certificateholder shall bind
the successors and assigns of such Certificateholder.


          SECTION
10.8. No Petition. The Owner Trustee (not in its individual capacity but
solely as Owner Trustee), and the Depositor solely in relation to the Trust, by
entering into this Agreement, and each Certificateholder, by accepting a
Certificate, hereby covenants and agrees that it will not, prior to the date
which is one year and one day after the Notes have been paid in full, institute
against the Depositor or the Trust, or join in any institution against the
Depositor or the Trust of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States federal or State bankruptcy or similar law in connection with any
obligations relating to the Certificates, the Notes, this Agreement or any of
the other Basic Documents.


          SECTION
10.9. No Recourse. Each Certificateholder, by accepting a Certificate,
acknowledges that such Certificateholder’s Certificates represent beneficial
interests in the Trust only and do not represent interests in or obligations of
the Depositor, the Servicer, the Administrator, the Owner Trustee, the
Indenture Trustee or any Affiliate thereof, and no recourse may be had against
such parties or their assets, except as may be expressly set forth or
contemplated in this Agreement, the Certificates or the other Basic Documents.


          SECTION
10.10. Headings. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.


          SECTION
10.11. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


25






          IN
WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly
executed by their respective officers hereunto duly authorized, as of the day
and year first above written.


	
 
	
 
	
 

	
 
	
USAA
 ACCEPTANCE, LLC,

	
 
	
as Depositor

	
 
	
 
	
 

	
 
	
By: 
	
/s/ David K. Kimball

	
 
	
 
	


	
 
	
 
	
Name:  
	David K. Kimball
	
 
	
 
	
Title:
 
	Assistant Vice President





	
 

	
 

	
 


	
 

	
S-1

	
 










	
 
	
 
	
 

	
 
	
WELLS FARGO
 DELAWARE

	
 
	
TRUST
 COMPANY,

	
 
	
as Owner
 Trustee

	
 
	
 
	
 

	
 
	
By: 
	
/s/
 Ann Roberts Dukart

	
 
	
 
	


	
 
	
 
	
Name:  
	Ann Roberts Dukart
	
 
	
 
	
Title: 
	Vice President






	
 

	
 

	
 


	
 

	
S-2

	
 











EXHIBIT A


FORM OF CERTIFICATE


THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN EXEMPTION THEREFROM. IN ADDITION, THE TRANSFER OF THIS CERTIFICATE IS
SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN SECTION 3.4 OF THE
AMENDED AND RESTATED TRUST AGREEMENT UNDER WHICH THIS CERTIFICATE IS ISSUED (A COPY OF WHICH TRUST AGREEMENT IS
AVAILABLE FROM THE OWNER TRUSTEE UPON
REQUEST), INCLUDING RECEIPT BY THE OWNER TRUSTEE OF AN INVESTMENT LETTER IN
WHICH THE TRANSFEREE MAKES CERTAIN REPRESENTATIONS.



THE
CERTIFICATES MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF (I) AN EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”) WHETHER OR NOT SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR (III) ANY
ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S
INVESTMENT IN THE ENTITY (EACH, A “BENEFIT PLAN”). BY ACCEPTING AND
HOLDING THIS CERTIFICATE, THE HOLDER THEREOF SHALL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT IT IS NOT A BENEFIT PLAN.


No. R-[ ]
Percentage
Interest: [ ]




USAA AUTO OWNER TRUST 2008-1


ASSET BACKED CERTIFICATE


evidencing a
beneficial interest in the Trust, as defined below. The property of the Trust
includes a pool of motor vehicle retail installment loans, secured by security
interests in the motor vehicles financed thereby, conveyed by USAA Acceptance,
LLC to the Trust. The property of the Trust has been pledged to the Indenture
Trustee pursuant to the Indenture to secure the payment of the Notes issued
thereunder.


(This
Certificate is not a deposit, does not represent an interest in or obligation
of USAA Federal Savings Bank or any of its Affiliates and is not insured by the
Federal Deposit Insurance Corporation or any other entity.)


          THIS
CERTIFIES THAT ___________ is the registered owner of a ONE HUNDRED Percentage
Interest of Asset Backed Certificates of USAA Auto Owner Trust 2008-1 (the


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“Trust”)
formed by USAA Acceptance, LLC, a Delaware limited liability company (the “Depositor”).


          The
Trust is governed pursuant to an Amended and Restated Trust Agreement, dated as
of January 15, 2008 (as from time to time amended, supplemented or otherwise
modified and in effect, the “Trust Agreement”), between the Depositor
and Wells Fargo Delaware Trust Company, a Delaware limited purpose trust
company, not in its individual capacity but solely as owner trustee (the “Owner
Trustee”), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in the Trust Agreement.


          This
Certificate is one of the duly authorized Certificates designated as “Asset
Backed Certificates” (herein called the “Certificates”) which are issued
under and are subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the holder of this Certificate by virtue of
the acceptance hereof assents and by which such Certificateholder is bound.
Also issued under the Indenture, dated as of January 15, 2008 (as from time to
time amended, supplemented or otherwise modified and in effect, the “Indenture”),
between the Trust and The Bank of New York, as indenture trustee (in such
capacity, the “Indenture Trustee”), are the Notes designated as “Class
A-1 4.4526% Asset Backed Notes”, “Class A-2 4.27% Asset Backed Notes”, “Class
A-3 4.16% Asset Backed Notes”, “Class A-4 4.50% Asset Backed Notes” and “Class
B 6.50% Asset Backed Notes” (collectively, the “Notes”). The property of
the Trust includes (i) a pool of motor vehicle retail installment loans for new
and used automobiles and light trucks and certain rights and obligations
thereunder (the “Receivables”); (ii) monies received thereunder on or
after the Cut-off Date; (iii) security interests in the Financed Vehicles
granted by Obligors pursuant to the Receivables and any other interest of the
Trust in the Financed Vehicles; (iv) rights to receive proceeds with respect to
the Receivables from claims on any theft, physical damage, credit life, credit
disability or other insurance policies covering Financed Vehicles or Obligors;
(v) all of the rights to the Receivable Files; (vi) the Trust Accounts, and all
amounts, securities, investments, investment property and other property
deposited in or credited to any of the foregoing, all securities entitlements
related to the foregoing and all proceeds thereof; (vii) the Depositor’s rights
under the Receivables Purchase Agreement, dated as of January 15, 2008 (as from
time to time amended, supplemented or otherwise modified and in effect the “Receivables
Purchase Agreement”), by and between USAA Federal Savings Bank and the
Depositor and the Issuer’s rights under the Sale and Servicing Agreement, dated
as of January 15, 2008 (as from time to time amended, supplemented or otherwise
modified and in effect, the “Sale and Servicing Agreement”), by and
among the Trust, the Depositor, and USAA Federal Savings Bank, as seller (in
such capacity, the “Seller”) and as servicer (in such capacity, the “Servicer”);
(viii) payments and proceeds with respect to the Receivables held by the
Servicer; (ix) all property (including the right to receive Liquidation
Proceeds) securing a Receivable (other than a Receivable purchased by the
Servicer or repurchased by the Seller or the Depositor); (x) rebates of
premiums and other amounts relating to insurance policies and other items
financed under the Receivables in effect as of the Cut-off Date; and (xi) all
present and future claims, demands, causes of action and choses in action in
respect of any or all of the foregoing and all payments on or under and all
proceeds of every kind and nature whatsoever in respect of any or all of the
foregoing, including all proceeds of the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit


A-2






accounts,
insurance proceeds, condemnation awards, rights to payment of any and every
kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing.


          THE
RIGHTS OF THE TRUST IN THE FOREGOING PROPERTY OF THE TRUST HAVE BEEN PLEDGED TO
THE INDENTURE TRUSTEE TO SECURE THE PAYMENT OF THE NOTES.


          Under
the Trust Agreement, there will be distributed on the 15th day of
each month, or if such 15th day is not a Business Day, the next
Business Day (each, a “Payment Date”), commencing February 15, 2008 to
the Person in whose name this Certificate is registered at the close of
business on the last day of the preceding month (the “Record Date”) such
Certificateholder’s Percentage Interest in the amount to be distributed to
Certificateholders on such Payment Date pursuant to the Trust Agreement.
Following the occurrence and during the continuation of certain Events of
Default under the Indenture which result in an acceleration of the Notes, no
distributions will be made on the Certificates until all principal and interest
on the Notes has been paid in full.


          THE
HOLDER OF THIS CERTIFICATE ACKNOWLEDGES AND AGREES THAT ITS RIGHTS TO RECEIVE
DISTRIBUTIONS IN RESPECT OF THIS CERTIFICATE ARE SUBORDINATED TO THE RIGHTS OF
THE NOTEHOLDERS AS DESCRIBED IN THE SALE AND SERVICING AGREEMENT, THE INDENTURE
AND THE TRUST AGREEMENT.


          It
is the intent of the Depositor and the Certificateholders that, to the extent
the Certificates are beneficially owned by a single Certificateholder for
purposes of federal income, state and local income and single business tax and
any other income taxes, the Trust will be treated as a disregarded entity and
to the extent the Certificates are beneficially owned by more than one
Certificateholder as a partnership with the Certificateholders being treated as
partners in that tax partnership. A Certificateholder, by its acceptance of a
Certificate, agrees to so treat, and to take no action inconsistent with the
treatment of, the Trust for such tax purposes as a disregarded entity and not
as a separate tax entity for federal income tax and state income and franchise
tax purposes.


          Each
Certificateholder, by its acceptance of a Certificate, agrees to treat, and to
take no action inconsistent with the treatment of, the Certificates for such
tax purposes as the beneficial ownership interests in an entity that is
disregarded if there is only one Certificateholder or as partnership interests
in the Trust if there is more than one Certificateholder.


          Each
Certificateholder, by its acceptance of a Certificate, covenants and agrees
that such Certificateholder will not, prior to the date that is one year and
one day after the Notes have been paid in full, institute against the Trust, or
join in any institution against the Trust of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, the Certificates, the Trust Agreement or
any of the other Basic Documents.


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          Distributions
on this Certificate will be made as provided in the Trust Agreement by the
Owner Trustee by wire transfer or check mailed to the Certificateholder of
record without the presentation or surrender of this Certificate or the making
of any notation hereon. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Owner Trustee of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency maintained for the purpose by the Owner Trustee in New York, New York.


          Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


          Unless
the certificate of authentication hereon shall have been executed by the Owner
Trustee by an authorized officer of the Owner Trustee, by manual signature,
this Certificate shall not entitle the Certificateholder hereof to any benefit
under the Trust Agreement or be valid for any purpose.


          This
Certificate shall be construed in accordance with the laws of the State of
Delaware and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.


A-4






          IN
WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its
individual capacity, has caused this Certificate to be duly executed.


Dated: January
15, 2008


	
 

	
 

	
 


	
 

	
USAA AUTO
 OWNER TRUST 2008-1


	
 

	
 

	
 


	
 

	
By:

	
Wells Fargo
 Delaware Trust Company,

 not in its individual capacity

 but solely as Owner Trustee


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Authorized Officer





A-5






OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION


          This
is one of the Certificates referred to in the within-mentioned Trust Agreement.


Dated: January
15, 2008


	
 

	
 

	
 


	
 

	
Wells Fargo
 Delaware Trust Company,

 not in its individual capacity

 but solely as Owner Trustee


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Authorized Officer





A-6






[REVERSE OF CERTIFICATE]


          The
Certificates do not represent an obligation of, or an interest in, the
Depositor, the Seller, the Servicer, the Administrator, the Owner Trustee or
any Affiliates of any of them other than the Trust and no recourse may be had
against such parties or their assets, except as may be expressly set forth or
contemplated herein, in the Trust Agreement or in the other Basic Documents. In
addition, this Certificate is not guaranteed by any governmental agency or
instrumentality or by any other entity and is limited in right of payment to
certain collections with respect to the Receivables (and certain other
amounts), all as more specifically set forth herein and in the Sale and
Servicing Agreement.


          The
Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Certificateholders under the Trust Agreement at
any time by the Depositor and the Owner Trustee with the consent of the
Noteholders and the Certificateholders evidencing not less than a majority of
the principal amount of the Notes Outstanding and the Percentage Interests,
respectively. Any such consent by the holder of this Certificate shall be
conclusive and binding on such Certificateholder and on all future holders of
this Certificate and of any Certificate issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Trust Agreement
also permits the amendment thereof, in certain limited circumstances, without
the consent of any of the Certificateholders.


          As
provided in the Trust Agreement and subject to certain limitations therein set
forth, the transfer of the Certificates are registrable upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained
by the Owner Trustee in Wilmington, Delaware, accompanied by a written
instrument of transfer in form satisfactory to the Owner Trustee duly executed
by the holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the same aggregate interest in the Trust will be issued to the designated
transferee.


          The
Certificates are issuable as definitive Certificates in denominations of a
minimum of one percent Percentage Interest in the Trust. Certificates are
exchangeable for new Certificates and authorized denominations evidencing the
same aggregate denomination, as requested by the Certificateholder surrendering
the same. No service charge will be made for any such registration of transfer
or exchange, but the Owner Trustee may require payment of a sum sufficient to
cover any tax or governmental charge payable in connection therewith.


          The
Owner Trustee and any agent of the Owner Trustee may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
neither the Owner Trustee nor any agent of the Owner Trustee shall be affected
by any notice to the contrary.


          The
Certificates may not be acquired by (a) an employee benefit plan (as defined in
Section 3(3) of ERISA) whether or not subject to the provisions of Title I of
ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity
whose underlying assets include plan assets by reason of a plan’s investment in
the entity or which uses plan assets to acquire


A-7






Certificates
(each, a “Benefit Plan”). By accepting and holding this Certificate, the
holder hereof shall be deemed to have represented and warranted that it is not
a Benefit Plan.


          The
Trust shall dissolve (i) upon the maturity or other liquidation of the last
remaining Receivable and the disposition of any amounts received upon such
maturity or liquidation, (ii) upon the payment to the Noteholders and the
Certificateholders of all amounts required to be paid to them pursuant to the
Indenture, the Trust Agreement and the Sale and Servicing Agreement, or (iii)
the entry of an order for the dissolution of the Trust by a court of competent
jurisdiction, and upon such dissolution any remaining assets of the Trust shall
be distributed to the Depositor. The Servicer of the Receivables may at its
option purchase the assets of the Trust at a price specified in the Sale and
Servicing Agreement, and such purchase of the Receivables and other property of
the Trust will effect an early retirement of the Notes and the Certificates;
however, such right of purchase is exercisable only as of the last day of any
Collection Period as of which the Pool Balance is less than or equal to 10% of
the Initial Pool Balance.


A-8






ASSIGNMENT


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


PLEASE INSERT
SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


	
 


	



	
(Please print or type name and address, including postal zip code, of
 assignee)


	
 


	



	
the within
 Certificate, and all rights thereunder, hereby irrevocably constituting and
 appointing





Attorney to
transfer said Certificate on the ______________ books kept for registration
thereof, with full power of substitution in the premises.


Dated:
___________


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
*/

	
 

	
 


	
 

	
 

	


	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
Signature Guaranteed:

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
*/

	
 

	
 


	
 

	
 

	


	
 

	
 





*/NOTICE: The
signature to this assignment must correspond with the name as it appears upon
the face of the within Certificate in every particular, without alteration,
enlargement or any change whatever.


A-9






EXHIBIT B


FORM OF CERTIFICATE OF TRUST


CERTIFICATE OF TRUST OF

USAA AUTO OWNER TRUST 2008-1


          This
Certificate of Trust of USAA Auto Owner Trust 2008-1 (the “Trust”), is
being duly executed and filed by Wells Fargo Delaware Trust Company, a Delaware
limited purpose trust company, as owner trustee (the “Owner Trustee”),
to form a statutory trust under the Delaware Statutory Trust Act (12 Delaware
Code, ss. 3801 et seq.) (the “Act”).


          1.
Name. The name of the statutory trust formed hereby is USAA Auto Owner Trust
2008-1.


          2.
Owner Trustee. The name and business address of the Owner Trustee is Wells
Fargo Delaware Trust Company, 919 North Market Street, Suite 700, Wilmington,
DE 19801, Attention: Corporate Trust Administration.


          3.
Effective Date. This Certificate of Trust shall be effective upon filing.


          IN
WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust, has
executed this Certificate of Trust in accordance with Section 3811(a)(1) of the
Act.


	
 

	
 

	
 


	
 

	
Wells Fargo
 Delaware Trust Company,

 not in its individual capacity but solely as

 Owner Trustee


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:





B-1






EXHIBIT C


FORM OF TRANSFEROR CERTIFICATE


                    [DATE]


[Seller]

[Seller Address]

[Owner Trustee]

[Owner Trustee Address]


          Re:
USAA Auto Owner Trust 2008-1 Asset-Backed Certificates


Ladies and
Gentlemen:


In connection
with our disposition of the above-referenced Certificates (the “Certificates”)
we certify that (a) we understand that the Certificates have not been
registered under the Securities Act of 1933, as amended (the “Act”), and
are being transferred by us in a transaction that is exempt from the
registration requirements of the Act and (b) we have not offered or sold any
Certificates to, or solicited offers to buy any Certificates from, any person,
or otherwise approached or negotiated with any person with respect thereto, in
a manner that would be deemed, or taken any other action which would result in,
a violation of Section 5 of the Act.


	
 

	
 

	
 


	
 

	
Very truly
 yours,


	
 

	
 

	
 


	
 

	
[NAME OF
 TRANSFEROR]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Authorized
 Officer





C-1






EXHIBIT D


FORM OF INVESTMENT LETTER


                    [DATE]


[Seller]

[Seller Address]

[Owner Trustee]

[Owner Trustee Address]


          Re:
USAA Auto Owner Trust 2008-1 Asset-Backed Certificates


Ladies and
Gentlemen:


In connection
with our acquisition of the above-referenced Certificates (the “Certificates”)
we certify that (a) we understand that the Certificates are not being
registered under the Securities Act of 1933, as amended (the “Act”), or
any state securities laws and are being transferred to us in a transaction that
is exempt from the registration requirements of the Act and any such laws, (b)
we are an institutional “accredited investor,” as defined in Rule 501(a)(1),
(2), (3) or (7) in Regulation D under the Act, and have such knowledge and experience
in financial and business matters that we are capable of evaluating the merits
and risks of investments in the Certificates, (c) we have had the opportunity
to ask questions of and receive answers from the seller concerning the purchase
of the Certificates and all matters relating thereto or any additional
information deemed necessary to our decision to purchase the Certificates, (d)
we are acquiring the Certificates for investment for our own account and not
with a view to any distribution of such Certificates (but without prejudice to
our right at all times to sell or otherwise dispose of the Certificates in
accordance with clause (f) below), (e) we have not offered or sold any
Certificates to, or solicited offers to buy any Certificates from, any person,
or otherwise approached or negotiated with any person with respect thereto, or
taken any other action that would result in a violation of Section 5 of the Act
or any state securities laws and (f) we will not sell, transfer or otherwise
dispose of any Certificates unless (1) such sale, transfer or other disposition
is made pursuant to an effective registration statement under the Act and in
compliance with any relevant state securities laws or is exempt from such
registration requirements and (2) the purchaser or transferee of such
Certificate has executed and delivered to you a certificate to substantially
the same effect as this certificate and (3) the purchaser or transferee has
otherwise complied with any conditions for transfer set forth in the Amended
and Restated Trust Agreement dated as of January 15, 2008, between USAA
Acceptance LLC and Wells Fargo Delaware Trust Company, as Owner Trustee.


D-1






We represent
and warrant that we are not and are not acquiring the Certificates for the
account of (i) an employee benefit plan (as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
whether or not subject to the provisions of Title I of ERISA, (ii) a plan
described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended or (iii) any entity whose underlying assets include plan assets by
reason of a plan’s investment in the entity.


	
 

	
 

	
 


	
 

	
Very truly
 yours,


	
 

	
 


	
 

	
[NAME OF
 TRANSFEREE]


	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Authorized
 Officer





D-2






EXHIBIT E


FORM OF RULE 144A LETTER


                    [DATE]


[Seller]

[Seller Address]

[Owner Trustee]

[Owner Trustee Address]


          Re:
USAA Auto Owner Trust 2008-1 Asset-Backed Certificates 


Ladies and
Gentlemen:


In connection
with our acquisition of the above-referenced Certificates (the “Certificates”)
we certify that (a) we understand that the Certificates are not being
registered under the Securities Act of 1933, as amended (the “Act”), or
any state securities laws and are being transferred to us in a transaction that
is exempt from the registration requirements of the Act and any such laws, (b)
we have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investments in the
Certificates, (c) we have had the opportunity to ask questions of and receive
answers from the seller concerning the purchase of the Certificates and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Certificates, (d) we have not, nor has anyone acting
on our behalf, offered, transferred, pledged, sold or otherwise disposed of the
Certificates or any interest in the Certificates, or solicited any offer to
buy, transfer, pledge or otherwise dispose of the Certificates or any interest
in the Certificates from any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action that would constitute a distribution of the Certificates under
the Act or that would render the disposition of the Certificates a violation of
Section 5 of the Act or any state securities laws or require registration
pursuant thereto, and we will not act, or authorize any person to act, in such
manner with respect to the Certificates, and (e) we are a “qualified
institutional buyer” as that term is defined in Rule 144A under the Act. We are
aware that the sale to us is being made in reliance on Rule 144A. We are
acquiring the Certificates for our own account or for resale pursuant to Rule
144A and understand that such Certificates may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge
or transfer is being made in reliance on Rule 144A or (ii) pursuant to another
exemption from registration under the Act.


E-1






We represent
and warrant that we are not and are not acquiring the Certificates for the
account of (i) an employee benefit plan (as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
whether or not subject to the provisions of Title I of ERISA, (ii) a plan
described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended or (iii) any entity whose underlying assets include plan assets by
reason of a plan’s investment in the entity.


	
 

	
 

	
 


	
 

	
Very truly
 yours,


	
 

	
 


	
 

	
[NAME OF
 TRANSFEREE]


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Authorized
 Officer





E-2