Exhibit 10.4 


USAA AUTO OWNER TRUST 2010-1


AMENDED AND RESTATED

TRUST AGREEMENT


between


USAA ACCEPTANCE, LLC,

as the Depositor


and


WELLS FARGO DELAWARE TRUST COMPANY, NATIONAL
ASSOCIATION

as the Owner Trustee


Dated as of February 24, 2010





 TABLE
OF CONTENTS


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE I          DEFINITIONS

 	
  

 
	
  

 	
  

 
	
  

 	
 SECTION 1.1.

 	
 Capitalized
 Terms

 	
 1

 
	
  

 	
 SECTION 1.2.

 	
 Other
 Interpretive Provisions

 	
 1

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE II         ORGANIZATION

 	
  

 
	
  

 	
  

 
	
  

 	
 SECTION 2.1.

 	
 Name

 	
 2

 
	
  

 	
 SECTION 2.2.

 	
 Office

 	
 2

 
	
  

 	
 SECTION 2.3.

 	
 Purposes and
 Powers

 	
 2

 
	
  

 	
 SECTION 2.4.

 	
 Appointment
 of the Owner Trustee

 	
 3

 
	
  

 	
 SECTION 2.5.

 	
 Initial
 Capital Contribution of Trust Estate

 	
 3

 
	
  

 	
 SECTION 2.6.

 	
 Declaration
 of Trust

 	
 3

 
	
  

 	
 SECTION 2.7.

 	
 Organizational
 Expenses; Liabilities of the Holders

 	
 3

 
	
  

 	
 SECTION 2.8.

 	
 Title to the
 Trust Estate

 	
 3

 
	
  

 	
 SECTION 2.9.

 	
 Representations
 and Warranties of the Depositor

 	
 4

 
	
  

 	
 SECTION
 2.10.

 	
 Situs of
 Issuer

 	
 5

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE III        CERTIFICATES AND TRANSFER OF CERTIFICATES

 	
  

 
	
  

 	
  

 
	
  

 	
 SECTION 3.1.

 	
 Initial
 Ownership

 	
 5

 
	
  

 	
 SECTION 3.2.

 	
 Authentication
 of Certificates

 	
 5

 
	
  

 	
 SECTION 3.3.

 	
 Form of the
 Certificates

 	
 5

 
	
  

 	
 SECTION 3.4.

 	
 Registration
 of Certificates

 	
 5

 
	
  

 	
 SECTION 3.5.

 	
 Transfer of
 Certificates

 	
 5

 
	
  

 	
 SECTION 3.6.

 	
 Lost,
 Stolen, Mutilated or Destroyed Certificates

 	
 7

 
	
  

 	
 SECTION 3.7.

 	
 Access to
 List of Certificateholders’ Names and Addresses

 	
 7

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IV        ACTIONS BY OWNER TRUSTEE

 	
  

 
	
  

 	
  

 
	
  

 	
 SECTION 4.1.

 	
 Prior Notice
 to Certificateholders with Respect to Certain Matters

 	
 8

 
	
  

 	
 SECTION 4.2.

 	
 Action by
 Certificateholders with Respect to Certain Matters

 	
 8

 
	
  

 	
 SECTION 4.3.

 	
 Action by
 Certificateholders with Respect to Bankruptcy

 	
 8

 
	
  

 	
 SECTION 4.4.

 	
 Restrictions
 on Certificateholders’ Power

 	
 8

 
	
  

 	
 SECTION 4.5.

 	
 Majority
 Control

 	
 9

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE V         APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

 	
  

 
	
  

 	
  

 
	
  

 	
 SECTION 5.1.

 	
 Application
 of Trust Funds

 	
 9

 
	
  

 	
 SECTION 5.2.

 	
 Method of
 Payment

 	
 9

 
	
  

 	
 SECTION 5.3.

 	
 Sarbanes-Oxley
 Act

 	
 10

 
	
  

 	
 SECTION 5.4.

 	
 Signature on
 Returns

 	
 10

 


i





TABLE OF CONTENTS

(continued)


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 5.5.

 	
 Accounting
 and Reports to Noteholders, Certificateholders, Internal Revenue Service and
 Others

 	
 10

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VI         AUTHORITY AND DUTIES OF OWNER TRUSTEE

 	
  

 
	
  

 
	
  

 	
 SECTION 6.1.

 	
 General
 Authority

 	
 10

 
	
  

 	
 SECTION 6.2.

 	
 General
 Duties

 	
 11

 
	
  

 	
 SECTION 6.3.

 	
 Action upon
 Instruction

 	
 11

 
	
  

 	
 SECTION 6.4.

 	
 No Duties
 Except as Specified in this Agreement or in Instructions

 	
 12

 
	
  

 	
 SECTION 6.5.

 	
 No Action
 Except under Specified Documents or Instructions

 	
 12

 
	
  

 	
 SECTION 6.6.

 	
 Restrictions

 	
 12

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VII        CONCERNING OWNER TRUSTEE

 	
  

 
	
  

 
	
  

 	
 SECTION 7.1.

 	
 Acceptance
 of Trusts and Duties

 	
 13

 
	
  

 	
 SECTION 7.2.

 	
 Furnishing
 of Documents

 	
 13

 
	
  

 	
 SECTION 7.3.

 	
 Representations
 and Warranties

 	
 13

 
	
  

 	
 SECTION 7.4.

 	
 Reliance;
 Advice of Counsel

 	
 14

 
	
  

 	
 SECTION 7.5.

 	
 Not Acting
 in Individual Capacity

 	
 15

 
	
  

 	
 SECTION 7.6.

 	
 The Owner
 Trustee May Own Notes

 	
 15

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VIII       COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.1.

 	
 The Owner
 Trustee’s Compensation

 	
 15

 
	
  

 	
 SECTION 8.2.

 	
 Indemnification

 	
 15

 
	
  

 	
 SECTION 8.3.

 	
 Payments to
 the Owner Trustee

 	
 16

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IX         TERMINATION OF TRUST AGREEMENT

 	
  

 
	
  

 	
  

 
	
  

 	
 SECTION 9.1.

 	
 Dissolution
 of the Issuer

 	
 16

 
	
  

 	
 SECTION 9.2.

 	
 Winding Up
 of the Issuer

 	
 16

 
	
  

 	
 SECTION 9.3.

 	
 Limitations
 on Termination

 	
 16

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE X          SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 10.1.

 	
 Eligibility
 Requirements for the Owner Trustee

 	
 17

 
	
  

 	
 SECTION
 10.2.

 	
 Resignation
 or Removal of the Owner Trustee

 	
 17

 
	
  

 	
 SECTION
 10.3.

 	
 Successor
 Owner Trustee

 	
 18

 
	
  

 	
 SECTION
 10.4.

 	
 Merger or
 Consolidation of the Owner Trustee

 	
 18

 
	
  

 	
 SECTION
 10.5.

 	
 Appointment
 of Co-Trustee or Separate Trustee

 	
 18

 


ii





TABLE OF CONTENTS

(continued)


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE XI          
 MISCELLANEOUS

 	
  

 
	
  

 	
  

 
	
  

 	
 SECTION
 11.1.

 	
 Amendments

 	
 20

 
	
  

 	
 SECTION
 11.2.

 	
 No Legal
 Title to Trust Estate in Certificateholders

 	
 21

 
	
  

 	
 SECTION
 11.3.

 	
 Limitations
 on Rights of Others

 	
 21

 
	
  

 	
 SECTION
 11.4.

 	
 Notices

 	
 22

 
	
  

 	
 SECTION
 11.5.

 	
 Severability

 	
 22

 
	
  

 	
 SECTION
 11.6.

 	
 Separate
 Counterparts

 	
 22

 
	
  

 	
 SECTION
 11.7.

 	
 Successors
 and Assigns

 	
 22

 
	
  

 	
 SECTION
 11.8.

 	
 No Petition

 	
 22

 
	
  

 	
 SECTION
 11.9.

 	
 Headings

 	
 23

 
	
  

 	
 SECTION
 11.10.

 	
 Governing
 Law

 	
 24

 
	
  

 	
 SECTION
 11.11.

 	
 [Reserved]

 	
 24

 
	
  

 	
 SECTION
 11.12.

 	
 Waiver of
 Jury Trial

 	
 24

 
	
  

 	
 SECTION
 11.13.

 	
 Information
 Requests

 	
 24

 
	
  

 	
 SECTION
 11.14.

 	
 Form 10-D
 and Form 10-K Filings

 	
 24

 
	
  

 	
 SECTION
 11.15.

 	
 Form 8-K
 Filings

 	
 24

 






	
  

 	
  

 
	
 Exhibit A

 	
 Form of
 Certificate

 
	
 Exhibit B

 	
 Form of
 Owner Trustee’s Annual Certification

 
	
  

 	
 Regarding
 Item 1117 and Item 1119 of Regulation AB

 


iii






          This
AMENDED AND RESTATED TRUST AGREEMENT
is made as of February 24, 2010 (as from time to time amended, supplemented or
otherwise modified and in effect, this “Agreement”) between USAA
ACCEPTANCE, LLC, a
Delaware limited liability company, as the depositor (the “Depositor”),
and WELLS
FARGO DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, a national
banking association (“Wells Fargo”), as the owner trustee (in such
capacity, the “Owner Trustee”).


RECITALS


          WHEREAS,
the Depositor and the Owner Trustee entered into that certain Trust Agreement
dated as of February 9, 2010 (the “Original Trust Agreement”), pursuant
to which the Issuer (as defined below) was created; and


          WHEREAS,
in connection with the issuance of the Notes, the parties have agreed to amend
and restate the Original Trust Agreement;


          NOW
THEREFORE, in consideration of the mutual agreements herein contained, and of
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows:


ARTICLE I


DEFINITIONS


          SECTION
1.1. Capitalized
Terms. Unless otherwise indicated, capitalized terms used in this
Agreement are defined in Appendix A to the Sale and Servicing Agreement
dated as of the date hereof (as from time to time amended, supplemented or
otherwise modified and in effect, the “Sale and Servicing Agreement”)
among the Issuer, the Depositor, as seller, USAA Federal Savings Bank, as
servicer, and The Bank of New York Mellon, as indenture trustee, as the same
may be amended, modified or supplemented from time to time.


          SECTION
1.2. Other
Interpretive Provisions. All terms defined in this Agreement shall
have the defined meanings when used in any certificate or other document
delivered pursuant hereto unless otherwise defined therein. For purposes of
this Agreement and all such certificates and other documents, unless the
context otherwise requires: (a) accounting terms not otherwise defined in this
Agreement, and accounting terms partly defined in this Agreement to the extent
not defined, shall have the respective meanings given to them under GAAP; (b)
terms defined in Article 9 of the UCC as in effect in the State of Delaware and
not otherwise defined in this Agreement are used as defined in that Article;
(c) the words “hereof,” “herein” and “hereunder” and words of similar import
refer to this Agreement as a whole and not to any particular provision of this
Agreement; (d) references to any Article, Section, Schedule or Exhibit are
references to Articles, Sections, Schedules and Exhibits in or to this
Agreement, and references to any paragraph, subsection, clause or other
subdivision within any Section or definition refer to such paragraph,
subsection, clause or other subdivision of such Section or definition; (e) the
term “including” means “including without limitation”; (f) references to any
law or regulation refer to that law or regulation as amended from time to time
and include any successor law or regulation; and (g) references to any Person include
that Person’s successors and assigns.





ARTICLE II


ORGANIZATION


          SECTION
2.1. Name.
The trust created under the Original Trust Agreement shall be known as “USAA
Auto Owner Trust 2010-1” (the “Issuer”), in which name the Owner Trustee
may conduct the business of such trust, make and execute contracts and other
instruments on behalf of such trust and sue and be sued.


          SECTION
2.2. Office.
The office of the Issuer shall be in care of the Owner Trustee at the Corporate
Trust Office or at such other address as the Owner Trustee may designate by
written notice to each Certificateholder, the Depositor and the Administrator.


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


	
  

 	
  

 
	
  

 	
           (a)
 to issue the Notes pursuant to the Indenture and the Certificates pursuant to
 this Agreement, and to sell, transfer and exchange the Notes and the
 Certificates and to pay interest on and principal of the Notes and
 distributions on the Certificates;

 
	
  

 	
  

 
	
  

 	
           (b)
 to acquire the property and assets set forth in the Sale and Servicing
 Agreement from the Depositor pursuant to the terms thereof, to make deposits
 to and withdrawals from the Collection Account, the Principal Distribution
 Account and the Reserve Account and to pay the organizational, start-up and
 transactional expenses of the Issuer;

 
	
  

 	
  

 
	
  

 	
           (c)
 to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate
 pursuant to the Indenture and to hold, manage and distribute to the
 Certificateholders any portion of the Trust Estate released from the lien of,
 and remitted to the Issuer pursuant to, the Indenture;

 
	
  

 	
  

 
	
  

 	
           (d)
 to enter into and perform its obligations under the Transaction Documents to
 which it is a party;

 
	
  

 	
  

 
	
  

 	
           (e)
 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

 
	
  

 	
  

 
	
  

 	
           (f)
 subject to compliance with the Transaction Documents, to engage in such other
 activities as may be required in connection with conservation of the Trust
 Estate and the making of distributions to the Certificateholders and the Noteholders.

 



          The
Owner Trustee is hereby authorized to engage in the foregoing activities on
behalf of the Issuer. Neither the Issuer nor the Owner Trustee on behalf of the
Issuer shall 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 Transaction Documents.


	
  

 	
  

 	
  

 
	
  

 	
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 Amended and Restated Trust Agreement

 
	
  

 	
  

 	
  (USAA 2010-1)

 









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


          SECTION
2.5. Initial
Capital Contribution of Trust Estate. As of the date of the Original Trust Agreement, the Depositor sold,
assigned, transferred, conveyed and set over to the Owner Trustee the sum of
$1. The Owner Trustee hereby acknowledges receipt in trust from the
Depositor, as of such date, of the foregoing contribution, which shall
constitute the initial Trust Estate and shall be deposited in the Collection
Account.


          SECTION
2.6. Declaration
of Trust. The Owner Trustee hereby declares that it will hold the
Trust Estate 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 Issuer under the Transaction Documents. It is the intent of the parties
hereto that the Issuer constitute a statutory trust under the Statutory Trust
Statute and that this Agreement constitute the governing instrument of such
statutory trust. It is the intent of the parties hereto that, solely for
income, franchise and value added tax purposes, so long as there is a single
beneficial owner of the Certificates, the Issuer will be disregarded as an
entity separate from such beneficial owner and the Notes will be characterized
as debt. The parties agree that, unless otherwise required by appropriate tax
authorities, the Issuer will not file or cause to be filed annual or other
necessary returns, reports and other forms consistent with the characterization
of the Issuer as an entity separate from its owner. In the event that the
Issuer is deemed to have more than one beneficial owner for federal income tax
purposes, the Issuer will file returns, reports and other forms consistent with
the characterization of the Issuer as a partnership, and this Agreement shall
be amended to include such provisions as may be required under Subchapter K of
the Internal Revenue Code of 1986, as amended. 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 Issuer. The Owner Trustee filed the Certificate of Trust with the Secretary
of State of the State of Delaware as required by Section 3810(a) of the
Statutory Trust Statute. Notwithstanding anything herein or in the Statutory
Trust Statute to the contrary, it is the intention of the parties hereto that
the Issuer constitute a “business trust” within the meaning of Section
101(9)(A)(v) of the Bankruptcy Code. For each taxable year of the Issuer,
pursuant to Sections 7704(c) and 7704(d) of the Code, the principal activity of
the Issuer will consist of purchasing and holding debt receivables (which are
capital assets to the Issuer) and issuing and paying notes, and at least 90% of
the Issuer’s gross income for each taxable year of the Issuer will constitute
“qualifying income” under such Code provisions in the form of interest and
gains from such receivables and other qualifying income.


          SECTION
2.7. Organizational
Expenses; Liabilities of the Holders. (a) The Servicer shall pay
organizational expenses of the Issuer as they may arise.


	
  

 	
  

 
	
  

 	
           (b) No
 Certificateholder (including the Depositor) shall have any personal liability
 for any liability or obligation of the Issuer.

 



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


	
  

 	
  

 	
  

 
	
  

 	
 3

 	
 Amended and Restated Trust Agreement

 
	
  

 	
  

 	
  (USAA 2010-1)

 









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


	
  

 	
  

 
	
  

 	
           (a) Existence and Power. The Depositor is a
 limited liability company validly existing and in good standing under the
 laws of the State of Delaware and has, in all material respects, all power
 and authority required to carry on its business as now conducted. The
 Depositor has obtained all necessary licenses and approvals in each
 jurisdiction where the failure to do so would materially and adversely affect
 the ability of the Depositor to perform its obligations under the Transaction
 Documents.

 
	
  

 	
  

 
	
  

 	
           (b) Authorization and No Contravention. The
 execution, delivery and performance by the Depositor of each Transaction
 Document to which it is a party (i) have been duly authorized by all
 necessary action on the part of the Depositor and (ii) do not contravene or
 constitute a default under (A) any applicable law, rule or regulation, (B)
 its organizational instruments or (C) any material agreement, contract, order
 or other instrument to which it is a party or its property is subject (other
 than violations of such laws, rules, regulations, indenture or agreements
 which do not affect the legality, validity or enforceability of any of such
 agreements and which, individually or in the aggregate, would not materially
 and adversely affect the transactions contemplated by, or the Depositor’s
 ability to perform its obligations under, the Transaction Documents to which
 it is a party).

 
	
  

 	
  

 
	
  

 	
           (c) No Consent Required. No approval,
 authorization or other action by, or filing with, any Governmental Authority
 is required in connection with the execution, delivery and performance by the
 Depositor of any Transaction Document other than (i) UCC filings, (ii)
 approvals and authorizations that have previously been obtained and filings
 which have previously been made and (iii) approvals, authorizations or
 filings which, if not obtained or made, would not have a material adverse
 effect on the ability of the Depositor to perform its obligations under the
 Transaction Documents to which it is a party.

 
	
  

 	
  

 
	
  

 	
           (d) Binding Effect. Each Transaction
 Document to which the Depositor is a party constitutes the legal, valid and
 binding obligation of the Depositor enforceable against the Depositor in
 accordance with its terms, except as such enforceability may be limited by
 applicable bankruptcy, insolvency, reorganization, moratorium, receivership,
 conservatorship or other similar laws affecting creditors’ rights generally
 and, if applicable the rights of creditors of limited liability companies
 from time to time in effect or by general principles of equity or other
 similar laws of general application relating to or affecting the enforcement
 of creditors’ rights generally and subject to general principles of equity.

 
	
  

 	
  

 
	
  

 	
           (e) No Proceedings. There is no action,
 suit, Proceeding or investigation pending or, to the knowledge of the
 Depositor, threatened against the Depositor which, either in any one instance
 or in the aggregate, would result in any material adverse change in the business,
 operations, financial condition, properties or assets of the Depositor, or in
 any material impairment of the right or ability of the Depositor to carry on
 its business substantially as now conducted, or in any material liability on
 the part of the Depositor,

 



 


	
  

 	
  

 	
  

 
	
  

 	
 4

 	
 Amended and Restated Trust Agreement

 
	
  

 	
  

 	
  (USAA 2010-1)

 













	
  

 	
  

 
	
  

 	
 or which
 would render invalid this Agreement or the Receivables or the obligations of
 the Depositor contemplated herein, or which would materially impair the
 ability of the Depositor to perform under the terms of this Agreement or any
 other Transaction Document.

 



          SECTION
2.10. Situs of Issuer. The Issuer
shall be located in the State of Delaware.


ARTICLE III


CERTIFICATES AND TRANSFER OF CERTIFICATES


          SECTION
3.1. Initial
Ownership. Upon the formation of the Issuer and until the issuance
of the Certificates, the Depositor is the sole beneficiary of the Issuer; and
upon the issuance of the Certificates, the Depositor will no longer be a
beneficiary of the Issuer, except to the extent that the Depositor is a
Certificateholder.


          SECTION
3.2. Authentication
of Certificates. Concurrently with the sale of the Transferred
Assets to the Issuer pursuant to the Sale and Servicing Agreement, the Owner
Trustee shall cause the Certificates to be executed on behalf of the Issuer,
authenticated and delivered to or upon the written order of the Depositor,
signed by its chairman of the board, its president, its chief financial
officer, its chief accounting officer, any vice president, its secretary, any
assistant secretary, its treasurer or any assistant treasurer, without further
corporate action by the Depositor. The Certificates shall represent 100% of the
beneficial interest in the Issuer and shall be fully-paid and nonassessable.


          SECTION
3.3. Form
of the Certificates. Each Certificate, upon issuance, will be issued
in the form of a typewritten Certificate, substantially in the form of Exhibit
A hereto, representing a definitive Certificate. The Owner Trustee shall
execute and authenticate, or cause to be authenticated, each definitive
Certificate in accordance with the written instructions of the Depositor.


          SECTION
3.4. Registration of Certificates. The Owner Trustee shall maintain at its
office referred to in Section 2.2, or at the office of any agent
appointed by it and approved in writing by the Certificateholders at the time
of such appointment, a register for the registration and transfer of any
Certificate. 


          SECTION
3.5. Transfer
of Certificates. (a) Any Certificateholder may assign, convey or otherwise
transfer all or any of its right, title and interest in the related
Certificate; provided, that (i) such transferee is either
an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the
Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the
opinion of such counsel, such transfer will not cause the Issuer to be treated
as an association (or a publicly traded partnership) taxable as a corporation
for federal income tax purposes, (iii) such Certificate may not be acquired by
or for the account of or with the assets of a Benefit Plan, and (iv) no
purchase or transfer of a Certificate shall cause the Issuer to be required to
withhold on the transferee’s distributions as distributive shares of income
under Sections 871, 881 or 1446 of the Code, and neither the Owner Trustee nor
the Issuer will recognize any purchase or transfer of Certificates giving rise
to such withholding; provided, that the condition set forth in (ii)
above 


	
  

 	
  

 	
  

 
	
  

 	
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 Amended and Restated Trust Agreement

 
	
  

 	
  

 	
  (USAA 2010-1)

 









will not apply
to a transfer of 100% of the Certificate or Certificates to United Services
Automobile Association or its designated nominee, provided United Services
Automobile Association is considered a C Corporation for U.S. federal income
tax purposes (within the meaning of Section 1361(a)(2) of the Code). By
accepting and holding a Certificate (or any interest therein), the Holder
thereof shall be deemed to have represented and warranted that it is not a
Benefit Plan and is not purchasing the Certificate (or any interest therein) on
behalf of a Benefit Plan. The Owner Trustee shall have no duty to independently
determine that the requirement in (iii) and (iv) above is met and shall
incur no liability to any Person in the event the Holder of a Certificate does
not comply with such restrictions. Subject to the transfer restrictions
contained herein and in the Certificate, any Certificateholder may transfer all
or any portion of the beneficial interest in the Issuer evidenced by such
Certificate upon surrender thereof to the Owner Trustee accompanied by the
documents required by this Section 3.5. Such transfer may be made by a
registered Certificateholder in person or by his attorney duly authorized in
writing upon surrender of the Certificate to the Owner Trustee accompanied by a
written instrument of transfer and with such signature guarantees and evidence
of authority of the Persons signing the instrument of transfer as the Owner
Trustee may reasonably require. Promptly upon the receipt of such documents and
receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee
shall record the name of such transferee as a Certificateholder and its
percentage of beneficial interest in the Issuer in the Certificate register and
issue, execute and deliver to such Certificateholder a Certificate evidencing
such beneficial interest in the Issuer. In the event a transferor transfers
only a portion of its beneficial interest in the Issuer, the Owner Trustee
shall register and issue to such transferor a new Certificate evidencing such
transferor’s new percentage of beneficial interest in the Issuer. Subsequent to
a transfer and upon the issuance of the new Certificate or Certificates, the
Owner Trustee shall cancel and destroy the Certificate surrendered to it in
connection with such transfer. The Owner Trustee may treat, for all purposes
whatsoever, the Person in whose name any Certificate is registered as the sole
owner of the beneficial interest in the Issuer evidenced by such Certificate,
and neither the Owner Trustee nor any agent of the Owner Trustee shall be
affected by notice to the contrary.


	
  

 	
  

 
	
  

 	
           (b) As a
 condition precedent to any registration of transfer under this Section 3.5,
 the Owner Trustee may require the payment of a sum sufficient to cover the
 payment of any tax or taxes or other governmental charges required to be paid
 in connection with such transfer.

 
	
  

 	
  

 
	
  

 	
           (c) The
 Owner Trustee shall not be obligated to register any transfer of a
 Certificate unless each of the transferor and the transferee have certified
 to the Owner Trustee that such transfer does not violate any of the transfer
 restrictions stated herein including, but not limited to clauses (d)
 and (e) of this Section 3.5. The Owner Trustee shall not be
 liable to any Person for registering any transfer based on such certifications.

 
	
  

 	
  

 
	
  

 	
           (d) No
 transfer (or purported transfer) of all or any part of a Certificateholder’s
 interest (or any economic interest therein), whether to another
 Certificateholder or to a Person who is not a Certificateholder, shall be
 effective, and, to the fullest extent permitted by law, any such transfer (or
 purported transfer) shall be void ab initio, and no Person shall otherwise
 become a Certificateholder if, after such transfer (or purported transfer),
 the Issuer would have more than 95 direct or indirect holders of an interest
 in 

 






	
  

 	
  

 	
  

 
	
  

 	
 6

 	
 Amended and Restated Trust Agreement

 
	
  

 	
  

 	
  (USAA 2010-1)

 













	
  

 	
  

 
	
  

 	
 the
 Certificates. For purposes of determining whether the Issuer will have more
 than 95 direct or indirect holders of an interest in the Certificates, each
 Person indirectly owning an interest through a partnership (including any
 entity treated as a partnership for federal income tax purposes), a grantor
 trust or an S Corporation for U.S. federal income tax purposes (within the
 meaning of Section 1361(a)(1) of the Code) (each such entity, a “flow-through
 entity”) shall be treated as a Certificateholder unless the Depositor
 determines in its sole and absolute discretion, after consulting with
 qualified tax counsel, that less than substantially all of the value of the
 beneficial owner’s interest in the flow-through entity is attributable to the
 flow-through entity’s interest (direct or indirect) in the Issuer.

 
	
  

 	
  

 
	
  

 	
           (e) No
 transfer shall be permitted if the same is effected through an established
 securities market or secondary market (or the substantial equivalent thereof)
 within the meaning of Section 7704 of the Code or would make the Issuer
 ineligible for “safe harbor” treatment under Section 7704 of the Code.

 



          SECTION
3.6. Lost, Stolen, Mutilated or Destroyed
Certificates. If (i) any mutilated Certificate is surrendered to the
Owner Trustee, or (ii) the Owner Trustee receives evidence to its satisfaction
that any Certificate has been destroyed, lost or stolen, and upon proof of
ownership satisfactory to the Owner Trustee together with such security or
indemnity as may be requested by the Owner Trustee to save it harmless, the
Owner Trustee shall execute and deliver a new Certificate for the same
percentage of beneficial interest in the Issuer as the Certificate so
mutilated, destroyed, lost or stolen, of like tenor and bearing a different
issue number, with such notations, if any, as the Owner Trustee shall
determine. Upon the issuance of any new Certificate under this Section 3.6,
the Issuer or Owner Trustee may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of a Certificate and any other reasonable
expenses (including the reasonable fees and expenses of the Issuer and the
Owner Trustee) connected therewith. Any duplicate Certificate issued pursuant
to this Section 3.6 shall constitute complete and indefeasible evidence
of ownership in the Issuer, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.


          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 beneficial interest in the Issuer 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


	
  

 	
  

 	
  

 
	
  

 	
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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. 


ARTICLE IV


ACTIONS BY OWNER TRUSTEE


          SECTION
4.1. Prior Notice to Certificateholders with
Respect to Certain Matters. With respect to the following matters,
the Owner Trustee shall not take action unless at least 30 days before the
taking of such action, the Owner Trustee shall have notified each
Certificateholder in writing of the proposed action and each Certificateholder
shall not have notified the Owner Trustee in writing prior to the 30th day
after such notice is given that such Certificateholder has withheld consent or
provided alternative direction: 


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (d)
 the appointment pursuant to the Indenture of a successor Indenture Trustee or
 the consent to the assignment by the Note Registrar or the Indenture Trustee
 of its obligations under the Indenture or this Agreement, as applicable. 

 



          SECTION
4.2. Action by Certificateholders with
Respect to Certain Matters. The Owner Trustee shall not have the
power, except upon the direction of the Certificateholders, to (a) except as
expressly provided in the Transaction Documents, sell the Collateral after the
termination of the Indenture in accordance with its terms, (b) remove the
Administrator under the Administration Agreement pursuant to Section 8
thereof or (c) appoint a successor Administrator pursuant to Section 8
of the Administration Agreement. The Owner Trustee shall take the actions
referred to in the preceding sentence only upon written instructions signed by
each Certificateholder. 


          SECTION
4.3. Action by Certificateholders with
Respect to Bankruptcy. To the fullest extent permitted by law, the
Owner Trustee shall not have the power to commence a voluntary Proceeding in
bankruptcy relating to the Issuer until one year and one day after the Note
Balance has been reduced to zero without the prior written approval of each
Certificateholder and the delivery to the Owner Trustee by each
Certificateholder of a certificate certifying that such Certificateholder
reasonably believes that the Issuer is insolvent. 


          SECTION
4.4. Restrictions on Certificateholders’
Power. No Certificateholder shall direct the Owner Trustee to take
or refrain from taking any action if such action or inaction 


	
  

 	
  

 	
  

 
	
  

 	
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would be
contrary to any obligation of the Issuer or the Owner Trustee under this
Agreement or any of the Transaction 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. To the
extent that there is more than one Certificateholder, except as expressly
provided herein, any action which may be taken or consent or instructions which
may be given by the Certificateholders under this Agreement may be taken by
Certificateholders holding in the aggregate a percentage of the beneficial
interest in the Issuer equal to more than 50% of the beneficial interest in the
Issuer at the time of such action. 


ARTICLE V


APPLICATION OF TRUST FUNDS; CERTAIN DUTIES


          SECTION
5.1. Application of Trust Funds.
Distributions on the Certificates shall be made on behalf of the Issuer 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 Certificateholders all other amounts (if any)
received by the Owner Trustee on behalf of the Issuer in respect of the Trust
Estate. After the termination of the Indenture in accordance with its terms,
the Owner Trustee shall distribute all amounts received (if any) by the Owner
Trustee on behalf of the Issuer in respect of the Trust Estate at the direction
of the Certificateholders. If any withholding tax is imposed on the Issuer’s
payment (or allocations of income) to a Certificateholder, such tax shall
reduce the amount otherwise distributable to the Certificateholder in
accordance with this Section 5.1; provided
that the Owner Trustee shall not have an obligation to withhold any
such amount if and for so long as the Depositor is the sole Certificateholder.
The Owner Trustee is hereby authorized and directed to retain from amounts
otherwise distributable to the Certificateholders sufficient funds for the
payment of any tax that is legally owed by the Issuer (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 Issuer 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 Section 5.1. If a
Certificateholder wishes to apply for a refund of any such withholding tax, the
Owner Trustee shall reasonably cooperate 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
5.2. Method of Payment. Subject
to the Indenture, distributions required to be made to the Certificateholders
on any Payment Date and all amounts received by the Issuer or the Owner Trustee
on any other date that are payable to the Certificateholders pursuant to this
Agreement or any other Transaction Document shall be made to the
Certificateholders (i) by wire transfer, in immediately available funds, to the
account of each Certificateholder designated by such Certificateholder to the
Owner Trustee and Indenture Trustee in writing if 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, or
(ii) by check 



	
  

 	
  

 	
  

 
	
  

 	
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mailed to such
Certificateholder at the address designated by such Certificateholder to the
Owner Trustee and Indenture Trustee in writing. 


          SECTION
5.3. Sarbanes-Oxley Act.
Notwithstanding anything to the contrary herein or in any Transaction Document,
the Owner Trustee shall not be required to execute, deliver or certify in
accordance with the provisions of the Sarbanes-Oxley Act on behalf of the
Issuer or any other Person, any periodic reports filed pursuant to the Exchange
Act, or any other documents pursuant to the Sarbanes-Oxley Act. 


          SECTION
5.4. Signature on Returns.
Subject to Section 2.6, the Certificateholders shall sign on behalf of
the Issuer the tax returns of the Issuer, unless applicable law requires the
Owner Trustee to sign such documents, in which case such documents shall be
signed by the Owner Trustee at the written direction of the Certificateholders.



          SECTION
5.5. Accounting and Reports to Noteholders,
Certificateholders, Internal Revenue Service and Others. The Issuer
shall, based on information provided by or on behalf of the Depositor, (a)
maintain (or cause to be maintained) the books of the Issuer 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 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 Issuer (including a partnership information return, IRS Form
1065 if the Issuer 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 Issuer 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
5.1 with respect to income or distributions to Certificateholders. If the
Issuer is treated as a partnership for federal tax purposes the Issuer shall
elect under Section 1278 of the Code to include in income currently any market
discount that accrues with respect to the Receivables. The Issuer shall not
make the election provided under Section 754 of the Code. 


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
Issuer (i) the Transaction Documents to which the Issuer is named as a party,
(ii) each certificate or other document attached as an exhibit to or
contemplated by the Transaction Documents to which the Issuer or the Owner
Trustee is named as a party and (iii) (provided proper written instruction is
received under this Article VI) any amendment thereto, in each case, in
such form as the Depositor shall approve, as evidenced conclusively by the
Owner Trustee’s execution thereof, and the Owner Trustee is further authorized,
at the written direction of the Depositor, to direct the Indenture Trustee to
authenticate and deliver Class A-1 Notes in the aggregate principal amount of
$252,000,000, Class A-2 Notes in the aggregate principal amount of
$179,000,000, Class A-3 Notes in the aggregate principal amount of
$399,000,000, Class A-4 Notes in the aggregate principal amount 


	
  

 	
  

 	
  

 
	
  

 	
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of
$152,502,000 and Class B Notes in the aggregate principal amount of
$17,500,000. In addition to the foregoing, the Owner Trustee is authorized, but
shall not be obligated, to take all actions required of the Issuer pursuant to
the Transaction Documents. The Owner Trustee is further authorized from time to
time to take such action as the Depositor or the Administrator recommends or
directs in writing with respect to the Transaction Documents, except to the
extent that this Agreement expressly requires the consent of the
Certificateholders for such action. 


          SECTION
6.2. General Duties. 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
Transaction Documents and to administer the Issuer in the interest of the
Certificateholders, subject to Transaction Documents, and in accordance with the
provisions of this Agreement. Notwithstanding the foregoing, the Owner Trustee
shall be deemed to have discharged its duties and responsibilities hereunder
and under the Transaction Documents to the extent the Administrator has agreed
in the Administration Agreement to perform any act or to discharge any duty of
the Issuer or the Owner Trustee hereunder or under any Transaction Document,
and the Owner Trustee shall not be liable for the default or failure of the
Administrator to carry out its obligations under the Administration Agreement
and shall have no duty to monitor the performance of the Administrator or any
other Person under the Administration Agreement or any other document. 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. The Owner Trustee shall not be
required to perform any of the obligations of the Issuer under any Transaction
Document that are required to be performed by the Bank, the Servicer, the
Depositor, the Administrator or the Indenture Trustee. 


          SECTION
6.3. Action upon Instruction. (a)
Subject to Article IV, and in accordance with the Transaction Documents,
the Certificateholders may, by written instruction, direct the Owner Trustee in
the management of the Issuer. Such direction may be exercised at any time by
written instruction of the Certificateholders pursuant to Article IV. 


	
  

 	
  

 
	
  

 	
           (b)
 Subject to Section 7.1, the Owner Trustee shall not be required to
 take any action hereunder or under any Transaction Document if the Owner
 Trustee shall have reasonably determined or 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 Transaction Document or is
 otherwise contrary to law. 

 
	
  

 	
  

 
	
  

 	
           (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
 Transaction Document or is unsure as to the application of any provision of
 this Agreement or any Transaction 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 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 or application of such provision, and to the extent the Owner Trustee
 acts or refrains from acting in good faith in accordance with any 

 




	
  

 	
  

 	
  

 
	
  

 	
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 written
 instruction of the Certificateholders 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 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 Transaction 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)
 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, at the request, order or direction of any Certificateholder
 or any other Person, unless such Certificateholder or such Person has offered
 to the Owner Trustee security or indemnity satisfactory to it against the
 costs, expenses and liabilities that may be incurred by the Owner Trustee
 (including, without limitation, the reasonable fees and expenses of its
 counsel) therein or thereby, including such advances as the Owner Trustee
 shall reasonably request. 

 



          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 Estate, or to
otherwise take or refrain from taking any action under, or in connection with,
any document contemplated hereby to which the Issuer or the Owner Trustee 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 Transaction 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 (including any filings required under the
Sarbanes-Oxley Act) for the Issuer or to record this Agreement or any Transaction
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
Liens on any part of the Trust Estate that result from actions by, or claims
against, the Owner Trustee that are not related to the ownership or the
administration of the Trust Estate. The Owner Trustee shall have no
responsibility or liability for or with respect to the genuineness, value,
sufficiency or validity of the Trust Estate. 


          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
Estate 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 Transaction Documents and (iii) in accordance with any document or
instruction delivered to the Owner Trustee pursuant to Section 6.3. 


          SECTION
6.6. Restrictions. The Owner
Trustee shall not take any action (a) that is inconsistent with the purposes of
the Issuer set forth in Section 2.3 or (b) that, to the actual knowledge
of a Responsible Officer of the Owner Trustee, would (i) affect the treatment
of the Notes as indebtedness for federal income, state and local income,
franchise and value added tax 


	
  

 	
  

 	
  

 
	
  

 	
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purposes, (ii)
be deemed to cause a taxable exchange of the Notes for federal income or state
income or franchise tax purposes or (iii) cause the Issuer or any portion
thereof to be treated as an association or publicly traded partnership taxable
as a corporation for federal income, state and local 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 (and, in
the event any such direction is given by the Certificateholders to the Owner
Trustee, the Owner Trustee shall not be obligated to follow such direction). 


ARTICLE VII


CONCERNING OWNER TRUSTEE


          SECTION
7.1. 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 moneys actually
received by it constituting part of the Trust Estate upon the terms of the
Transaction Documents and this Agreement. The Owner Trustee shall not be
personally liable or accountable hereunder or under any Transaction Document
under any circumstances notwithstanding anything herein or in the Transaction
Documents to the contrary, except (i) for its own willful misconduct, bad faith
or negligence, (ii) in the case of the inaccuracy of any representation or
warranty, expressly made by the Owner Trustee in its individual capacity or any
representation or warranty made by the Owner Trustee in accordance with Section
11.13 or 11.14, (iii) for liabilities arising from the failure of
the Owner Trustee to perform obligations expressly undertaken by it in the
third sentence of Section 6.4 or (iv) for taxes, fees or other charges
on, based on or measured by, any fees, commissions or compensation received by
the Owner Trustee. In particular, but not by way of limitation of the
foregoing: 


	
  

 	
  

 
	
  

 	
           (i)
 The Owner Trustee shall not be personally liable for any error of judgment
 made in good faith by any of its officers or employees unless it is proved
 that such Persons were negligent in ascertaining the pertinent facts; 

 
	
  

 	
  

 
	
  

 	
           (ii)
 No provision of this Agreement shall require the Owner Trustee to expend or
 risk its personal funds or otherwise incur any financial liability in the
 exercise of its rights or powers hereunder; 

 
	
  

 	
  

 
	
  

 	
           (iii)
 Under no circumstances shall the Owner Trustee be personally liable for any
 representation, warranty, covenant, obligation or indebtedness of the Issuer;
 and 

 
	
  

 	
  

 
	
  

 	
           (iv)
 The Owner Trustee shall not be personally responsible for or in respect of
 the validity or sufficiency of this Agreement or for the due execution hereof
 by any Person other than the Owner Trustee. 

 



          SECTION
7.2. Furnishing of Documents. The
Owner Trustee shall furnish to any Certificateholder 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 Transaction Documents. 


	
  

 	
  

 	
  

 
	
  

 	
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          SECTION
7.3. Representations and Warranties.
Wells Fargo hereby represents and warrants to the Depositor for the benefit of
the Certificateholders, that: 


	
  

 	
  

 
	
  

 	
           (a)
 It is a national banking association validly existing in good standing under
 the federal laws of the United States of America and having an office within
 the State of Delaware. It has all requisite corporate power and authority to
 execute, deliver and perform its obligations under this Agreement. 

 
	
  

 	
  

 
	
  

 	
           (b)
 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. 

 
	
  

 	
  

 
	
  

 	
           (c)
 This Agreement constitutes a legal, valid and binding obligation of the Owner
 Trustee, enforceable against the Owner Trustee in accordance with its terms,
 subject, as to enforceability, to applicable bankruptcy, insolvency,
 reorganization, conservatorship, receivership, liquidation and other similar
 laws affecting enforcement of the rights of creditors of banks generally and
 to equitable limitations on the availability of specific remedies. 

 
	
  

 	
  

 
	
  

 	
           (d)
 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 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. 

 



          SECTION
7.4. Reliance; Advice of Counsel.
(a) The Owner Trustee shall incur no personal 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 corporate 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 the 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, secretary or other Authorized Officers or
Responsible 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
 Transaction Documents, the Owner Trustee (i) may act directly or through its
 agents or attorneys pursuant to agreements entered into with any of them, but
 the Owner Trustee shall not be personally liable for the conduct or
 misconduct of such agents, custodians, nominees (including Persons acting
 under a power of attorney) or attorneys selected with reasonable care and
 (ii) may consult with counsel, accountants and other skilled Persons 

 




	
  

 	
  

 	
  

 
	
  

 	
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 knowledgeable
 in the relevant area to be selected with reasonable care and employed by it
 at the expense of the Issuer. The Owner Trustee shall not be personally
 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. 

 



          SECTION
7.5. Not Acting in Individual Capacity.
Except as provided in this Article VII, in accepting the trusts hereby created,
Wells Fargo acts solely as the 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 Transaction
Document shall look only to the Trust Estate for payment or satisfaction
thereof. 


          SECTION
7.6. The Owner Trustee May Own Notes.
Wells Fargo in its individual or any other capacity may become the owner or
pledgee of Notes, and may deal with the Depositor, the Indenture Trustee, the
Administrator and their respective Affiliates in banking transactions with the
same rights as it would have if it were not the Owner Trustee, and the
Depositor, the Indenture Trustee, the Administrator and their respective
Affiliates may maintain normal commercial banking relationships with the Owner
Trustee and its Affiliates. 


ARTICLE VIII


COMPENSATION AND INDEMNIFICATION OF OWNER
TRUSTEE


          SECTION
8.1. The Owner Trustee’s Compensation.
The Depositor shall cause the Servicer to agree to pay to Wells Fargo pursuant
to Section 3.11 of the Sale and Servicing Agreement from time to time
compensation for all services rendered by Wells Fargo under this Agreement
pursuant to a fee letter between the Servicer and the Owner Trustee (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust). The Servicer, pursuant to Section
3.11 of the Sale and Servicing Agreement and the fee letter between the
Servicer and the Owner Trustee, shall reimburse Wells Fargo upon its request
for all reasonable expenses, disbursements and advances incurred or made by Wells
Fargo in accordance with any provision of this Agreement (including the
reasonable compensation, expenses and disbursements of such agents, experts and
counsel as Wells Fargo may employ in connection with the exercise and
performance of its rights and its duties hereunder), except any such expense as
may be attributable to its willful misconduct, negligence (other than an error
in judgment) or bad faith. To the extent not paid by the Servicer, such fees
and reasonable expenses shall be paid in accordance with Section 4.4 of
the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as
applicable. 


          SECTION
8.2. Indemnification. The
Depositor shall cause the Servicer to agree to indemnify the Owner Trustee in
its individual capacity and as trustee and its successors, assigns, directors,
officers, employees and agents (the “Indemnified Parties”) from and
against, any and all loss, liability, expense, tax, penalty or claim (including
reasonable legal fees and expenses) of any kind and nature whatsoever which may
at any time be imposed on, incurred by, or asserted against Wells Fargo in its
individual capacity and as trustee or any Indemnified Party in any way relating
to or arising out of this Agreement, the Transaction Documents, the Trust
Estate, the administration of the Trust Estate or the action or inaction of the
Owner Trustee hereunder; provided, however, that neither the Depositor nor
the Servicer shall be liable for or required to 


	
  

 	
  

 	
  

 
	
  

 	
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indemnify
Wells Fargo from and against any of the foregoing expenses arising or resulting
from (i) Wells Fargo’s own willful misconduct, bad faith or negligence, (ii)
the inaccuracy of any representation or warranty contained in Sections 7.3,
or made pursuant to Sections 11.13 and 11.14, expressly made by
the Owner Trustee in its individual capacity, (iii) liabilities arising from
the failure of the Owner Trustee to perform obligations expressly undertaken by
it in the third sentence of Section
6.4 or (iv) taxes, fees or other charges on, based on or
measured by, any fees, commissions or compensation received by the Owner
Trustee. To the extent not paid by the Servicer, such indemnification shall be
paid in accordance with Section 4.4 of the Sale and Servicing Agreement
or Section 5.4(b) of the Indenture, as applicable. 


          SECTION
8.3. Payments
to the Owner Trustee. Any amounts paid to the Owner Trustee pursuant
to this Article VIII and the Sale and Servicing Agreement shall be
deemed not to be a part of the Trust Estate immediately after such payment.


ARTICLE IX


TERMINATION OF TRUST AGREEMENT


          SECTION
9.1. Dissolution
of the Issuer. The Issuer shall wind up and dissolve upon the later
of (a) the final distribution by the Owner Trustee of all moneys or other
property or proceeds of the Trust Estate in accordance with the terms of the
Indenture, the Sale and Servicing Agreement and Article V and
(b) the discharge of the Indenture in accordance with Article IV of the
Indenture. The bankruptcy, liquidation, dissolution, death or incapacity of any
Certificateholder shall not (x) operate to terminate this Agreement or the
Issuer, nor (y) entitle any 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 Issuer or Trust Estate
nor (z) otherwise affect the rights, obligations and liabilities of the parties
hereto.


          SECTION
9.2. Winding Up of the Issuer.
Upon dissolution of the Issuer, the Owner Trustee shall, at the written
direction of the Administrator, wind up the business and affairs of the Issuer
as required by Section 3808 of the Statutory Trust Statute. 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 Issuer
in respect of the Indenture and the Notes, the Owner Trustee, in the absence of
actual knowledge of any other claim against the Issuer and at the written
direction of the Certificateholders, 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 and shall cause the Certificate of Trust to be cancelled by
filing a certificate of cancellation with the Delaware Secretary of State in
accordance with the provisions of Section 3810 of the Statutory Trust Statute,
at which time the Issuer shall terminate and this Agreement (other than Article
VIII) shall be of no further force or effect.


          SECTION
9.3. Limitations on Termination.
Except as provided in Section 9.1, neither the Depositor nor any
Certificateholder shall be entitled to revoke, dissolve or terminate the
Issuer.




	
  

 	
  

 	
  

 
	
  

 	
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ARTICLE X


SUCCESSOR OWNER TRUSTEES AND ADDITIONAL

OWNER TRUSTEES


          SECTION
10.1. Eligibility
Requirements for the Owner Trustee. The Owner Trustee shall at all
times be a bank (i) authorized to exercise corporate trust powers, (ii) having
a combined capital and surplus of at least $50,000,000 and (iii) subject to
supervision or examination by Federal or state authorities. If such bank 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, 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. The Owner Trustee shall at all times
be an institution satisfying the provisions of Section 3807(a) of the Statutory
Trust Statute. In case at any time the Owner Trustee shall cease to be eligible
in accordance with the provisions of this Section, the Owner Trustee shall
resign immediately in the manner and with the effect specified in Section 10.2.


          SECTION
10.2. Resignation
or Removal of the Owner Trustee. The Owner Trustee may at any time
resign and be discharged from the trusts hereby created by giving written
notice thereof to the Depositor, the Administrator, the Servicer, the Indenture
Trustee and each Certificateholder. Upon receiving such notice of resignation,
the Depositor and the Administrator, acting jointly, shall promptly appoint a
successor Owner Trustee which satisfies the eligibility requirements set forth
in Section 10.1 by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Owner Trustee and one copy to
the successor Owner Trustee. If no successor Owner Trustee shall have been so
appointed and have accepted appointment within 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 Transaction Documents until such successor has in fact
assumed such appointment.


          If
at any time the Owner Trustee shall cease to be eligible in accordance with the
provisions of Section 10.1
and shall fail to resign after written request therefor by the Depositor or the
Administrator, or if at any time the Owner Trustee shall be legally unable to
act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Owner Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Depositor or
the Administrator may remove the Owner Trustee. If the Depositor or the
Administrator shall remove the Owner Trustee under the authority of the
immediately preceding sentence, the Depositor and the Administrator, acting
jointly, shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to
the outgoing Owner Trustee so removed and one copy to the successor Owner
Trustee and shall pay all fees owed to the outgoing Owner Trustee.


          Any
resignation or removal of the Owner Trustee and appointment of a successor
Owner Trustee pursuant to any of the provisions of this Section 10.2
shall not become effective until


	
  

 	
  

 	
  

 
	
  

 	
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acceptance of
appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of
all fees and expenses owed to the outgoing Owner Trustee. The Depositor shall
provide (or shall cause to be provided) notice of such resignation or removal
of the Owner Trustee to each of the Rating Agencies and the Indenture Trustee.


          SECTION
10.3. Successor
Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2
shall execute, acknowledge and deliver to the Depositor, the Administrator and
to its predecessor Owner Trustee an instrument accepting such appointment under
this Agreement, and thereupon the resignation or removal of the predecessor
Owner Trustee shall become effective and 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 the 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 Depositor 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.


          No
successor Owner Trustee shall accept appointment as provided in this Section
10.3 unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section
10.1.


          Upon
acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3,
the Depositor shall mail (or shall cause to be mailed) notice of the successor
of such Owner Trustee to each Certificateholder, Indenture Trustee, the
Noteholders and each of the Rating Agencies. If the Depositor shall fail to
mail (or cause to be mailed) such notice within 10 days after acceptance of
appointment by the successor Owner Trustee, the successor Owner Trustee shall
cause such notice to be mailed at the expense of the Depositor.


          SECTION
10.4. Merger
or Consolidation of the 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 10.1; and provided, further that the
Owner Trustee shall mail notice of such merger or consolidation to the
Depositor, the Administrator and the Rating Agencies.


          SECTION
10.5. Appointment
of Co-Trustee or Separate Trustee. 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 Estate may at
the time be located, the Depositor 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 separate trustee or separate trustees, of all or any 


	
  

 	
  

 	
  

 
	
  

 	
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part of the
Trust Estate, and to vest in such Person, in such capacity, such title to the
Issuer, or any part thereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the Depositor
and the Owner Trustee may consider necessary or desirable. If the Depositor
shall not have joined in such appointment within 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 10.1
and no notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section
10.3.


          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 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 Issuer 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 Depositor and the Owner Trustee acting jointly may at any time accept the
 resignation of or remove any separate trustee or co-trustee.

 



          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 X. 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 copies thereof given to the Depositor and the Administrator.


          Any
separate trustee or co-trustee may at any time appoint the Owner Trustee, its
agent or attorney-in-fact with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on its behalf and in its name. If any separate trustee or co-trustee shall
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


	
  

 	
  

 	
  

 
	
  

 	
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Trustee, to
the extent permitted by law, without the appointment of a new or successor
trustee. The Owner Trustee shall have no obligation to determine whether a
co-trustee or separate trustee is legally required in any jurisdiction in which
any part of the Trust Estate may be located.


ARTICLE XI


MISCELLANEOUS


          SECTION
11.1. Amendments. (a) Any term or
provision of this Agreement may be amended by the Depositor and the Owner
Trustee without the consent of the Indenture Trustee, any Noteholder, the
Issuer or any other Person subject to subsections (e) and (f) of
this Section 11.1 and the satisfaction of one of the following
conditions:


	
  

 	
  

 
	
  

 	
           (i)
 the Depositor delivers an Opinion of Counsel to the Indenture Trustee to the
 effect that such amendment will not materially and adversely affect the
 interests of the Noteholders;

 
	
  

 	
  

 
	
  

 	
           (ii)
 the Depositor delivers an Officer’s Certificate of the Depositor to the
 Indenture Trustee to the effect that such amendment will not materially and
 adversely affect the interests of the Noteholders; or

 
	
  

 	
  

 
	
  

 	
           (iii)
 the Depositor delivers to the Indenture Trustee written confirmation from each
 Rating Agency that such amendment will not cause it to downgrade, qualify or
 withdraw its rating assigned to any of the Notes;

 






	
  

 	
  

 
	
  

 	
           (b)
 Subject to subsections (e) and (f) of this Section 11.1,
 any term or provision of this Agreement may be amended by the Depositor and
 the Owner Trustee, without the consent of the Indenture Trustee, any
 Noteholder, the Issuer or any other Person to add, modify or eliminate any
 provisions as may be necessary or advisable in order to enable the Depositor,
 the Servicer or any of their Affiliates to comply with or obtain more
 favorable treatment under any law or regulation or any accounting rule or
 principle (whether now or in the future), it being a condition to any such
 amendment that the Rating Agency Condition shall have been satisfied.

 
	
  

 	
  

 
	
  

 	
           (c)
 Subject to subsections (e) and (f) of this Section 11.1,
 this Agreement may also be amended from time to time by the Depositor and the
 Owner Trustee, with the consent of the Holders of Notes evidencing not less
 than a majority of the aggregate principal amount of the Outstanding Notes of
 the Controlling Class, 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. It will not be
 necessary to obtain the consent of the Noteholders to approve the particular
 form of any proposed amendment or consent, but it will be sufficient if such
 consent approves the substance thereof. The manner of obtaining such consents
 (and any other consents of Noteholders provided for in this Agreement) and of
 evidencing the authorization of the execution thereof by Noteholders will be
 subject to such reasonable requirements as the Indenture Trustee may prescribe,
 including the establishment of record dates pursuant to the Note Depository
 Agreement.

 





	
  

 	
  

 	
  

 
	
  

 	
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           (d)
 Prior to the execution of any amendment to this Agreement, the Depositor
 shall provide written notification of the substance of such amendment to each
 Rating Agency and the Owner Trustee; and promptly after the execution of any
 such amendment or consent, the Depositor shall furnish a copy of such
 amendment or consent to each Rating Agency, the Owner Trustee and the
 Indenture Trustee. Any written confirmation received from any Rating Agency
 that an amendment will not cause it to downgrade, qualify or withdraw its
 rating on the Notes shall not create any presumption that such amendment does
 not materially and adversely affect the interests of the Noteholders. 

 
	
  

 	
  

 
	
  

 	
           (e)
 Prior to the execution of any amendment to this Agreement, the Owner Trustee
 shall be entitled to receive and conclusively rely upon an Opinion of Counsel
 stating that the execution of such amendment is authorized or permitted by
 this Agreement and that all conditions precedent to the execution and
 delivery of such amendment have been satisfied. The Owner Trustee may, but
 shall not be obligated to, enter into any such amendment which materially and
 adversely affects the Owner Trustee’s own rights, privileges, indemnities,
 duties or obligations under this Agreement, the Transaction Documents or
 otherwise. Prior to the execution of any amendment to this Agreement without
 the consent of the Owner Trustee and Indenture Trustee, as applicable, such
 Person shall be entitled to receive an Opinion of Counsel to the effect that
 such amendment shall not materially and adversely affect the Owner Trustee’s
 or Indenture Trustee’s, as applicable, own rights, privileges, indemnities,
 duties or obligations under this Agreement; provided
 that such Opinion of Counsel shall not be given by counsel that is also an
 employee of the Depositor, the Servicer or their respective Affiliates.
 Furthermore, notwithstanding anything to the contrary herein, this Agreement
 may not be amended in any way that would materially and adversely affect the
 Owner Trustee’s own rights, privileges, indemnities, duties or obligations
 under this Agreement, the Transaction Documents or otherwise without the
 prior written consent of such Person.

 
	
  

 	
  

 
	
  

 	
           (f)
 Notwithstanding any provision of this Section 11.1 to the contrary,
 the permitted activities of the Issuer may be significantly changed only with
 the approval of the Holders of at least a majority of the Notes held by entities
 other than the Depositor, its Affiliates and its agents.

 



          SECTION
11.2. No
Legal Title to Trust Estate in Certificateholders. No
Certificateholder shall have legal title to any part of the Trust Estate. Each
Certificateholder shall be entitled to receive distributions with respect to
its undivided beneficial interest therein only in accordance with Articles V
and IX. No transfer, by operation of law or otherwise, of any right,
title or interest of a Certificateholder to and in its ownership interest in
the Trust Estate 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 Estate.


          SECTION
11.3. Limitations
on Rights of Others. The provisions of this Agreement are solely for
the benefit of the Owner Trustee, the Depositor, the Administrator, the
Certificateholders 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


	
  

 	
  

 	
  

 
	
  

 	
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give to any
other Person any legal or equitable right, remedy or claim in the Trust Estate
or under or in respect of this Agreement or any covenants, conditions or
provisions contained herein.


          SECTION
11.4. Notices.
(a) Unless otherwise expressly specified or permitted by the terms hereof, all
notices shall be in writing and shall be deemed given by facsimile with receipt
acknowledged by the recipient thereof or upon receipt personally delivered,
delivered by overnight courier or mailed certified mail, return receipt
requested, if to the Owner Trustee, addressed as specified on Schedule II
to the Sale and Servicing Agreement; 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 any Certificateholder shall
 be given by first-class mail, postage prepaid, at the address of such
 Certificateholder as shall be 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
11.5. Severability.
Any provision of this Agreement 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, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


          SECTION
11.6. 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
11.7. 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
11.8. No
Petition. (a) Each of the Owner Trustee, by entering into this
Agreement, the Depositor, each Certificateholder, by accepting a Certificate,
and the Indenture Trustee and each Noteholder or Note Owner by accepting the
benefits of this Agreement, hereby covenants and agrees that prior to the date
which is one year and one day after payment in full of all obligations of each
Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy
Remote Parties (i) such party shall not authorize any Bankruptcy Remote Party
to commence a voluntary winding-up or other voluntary case or other Proceeding
seeking liquidation, reorganization or other relief with respect to such
Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect in any jurisdiction or seeking the
appointment of an administrator, a trustee, receiver, liquidator, custodian or
other similar official with respect to such Bankruptcy Remote Party or any
substantial part of its property or to consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other Proceeding commenced against such Bankruptcy Remote Party, or to make
a general assignment for the benefit of, its creditors generally, any party
hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such 


	
  

 	
  

 	
  

 
	
  

 	
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party shall
not commence, join or institute against, with any other Person, any Proceeding
against such Bankruptcy Remote Party under any bankruptcy, reorganization,
arrangement, liquidation or insolvency law or statute now or hereafter in
effect in any jurisdiction; provided, that the foregoing shall in no
way limit the rights of such parties to pursue any other creditor rights or
remedies that such Persons may have against the Issuer under applicable law.
Without limiting the foregoing, in no event shall the Owner Trustee authorize,
institute or join in any bankruptcy or similar Proceeding described in the
preceding sentence other than in accordance with Section 4.3.


	
  

 	
  

 
	
  

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

 



          SECTION 11.9. 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.


	
  

 	
  

 	
  

 
	
  

 	
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          SECTION
11.10. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 


          SECTION
11.11. [Reserved]. 


          SECTION
11.12. Waiver of Jury Trial. To
the extent permitted by applicable law, each party hereto irrevocably waives
all right of trial by jury in any action, Proceeding or counterclaim based on,
or arising out of, under or in connection with this Agreement, any other
Transaction Document, or any matter arising hereunder or thereunder. 


          SECTION
11.13. Information Requests. The
parties hereto shall provide any information reasonably requested by the Bank,
the Servicer, the Issuer, the Depositor or any of their Affiliates at the
expense of the Bank, the Servicer, the Issuer, the Depositor or any of their
Affiliates, as applicable, in order to comply with or obtain more favorable
treatment under any current or future law, rule, regulation, accounting rule or
principle. 


          SECTION
11.14. Form 10-D and Form 10-K Filings.
So long as the Depositor is filing Exchange Act Reports with respect to the
Issuer (i) no later than each Payment Date, the Owner Trustee shall notify the
Depositor of any Form 10-D Disclosure Item with respect to the Owner Trustee,
together with a description of any such Form 10-D Disclosure Item in form and
substance reasonably acceptable to the Depositor and (ii) no later than March
15 of each calendar year, commencing March 15, 2011, the Owner Trustee shall
notify the Depositor in writing of any affiliations or relationships between
the Owner Trustee and any Item 1119 Party; provided,
that (except as provided in the following sentence) no such notification need
be made if the affiliations or relationships are unchanged from those provided
in the notification in the prior calendar year. Notwithstanding the foregoing,
on or before March 15 of each calendar year for so long as the Depositor is
filing Exchange Act Reports with respect to the Issuer, commencing on March 15,
2011, the Owner Trustee shall deliver to the Depositor the certification
substantially in the form attached hereto as Exhibit B or such form as
mutually agreed upon by the Depositor and the Owner Trustee regarding any
affiliations or relationships (as contemplated in Item 1119 of Regulation AB)
between the Owner Trustee and any Item 1119 Party and any Form 10-D Disclosure
Item. 


          SECTION
11.15. Form 8-K Filings. So long
as the Depositor is filing Exchange Act Reports with respect to the Issuer, the
Owner Trustee shall promptly notify the Depositor, but in no event later than
five (5) Business Days after its occurrence, of any Reportable Event of which a
Responsible Officer of the Owner Trustee has actual knowledge (other than a
Reportable Event described in clause (a) or (b) of the definition
thereof as to which the Depositor or the Servicer has actual knowledge). The Owner
Trustee shall be deemed to have actual knowledge of any such event to the
extent that it relates to the Owner Trustee or any action by the Owner Trustee
under this Agreement. 


	
  

 	
  

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


	
  

 	
  

 	
  

 
	
  

 	
 WELLS FARGO DELAWARE TRUST COMPANY,

 NATIONAL ASSOCIATION, as Owner Trustee

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Rosemary Kennard

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Rosemary Kennard

 
	
  

 	
 Title: Vice President

 






	
  

 	
  

 
	
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 USAA ACCEPTANCE, LLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Edwin T. McQuiston

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Edwin
 T. McQuiston

 
	
  

 	
 Title:
 Senior Vice President and Treasurer

 





	
  

 	
  

 
	
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EXHIBIT A 


FORM OF CERTIFICATE


	
  

 	
  

 
	
 NUMBER

 	
 [___]% BENEFICIAL INTEREST 

 
	
 R-[__]

 	
  

 


USAA AUTO OWNER TRUST 2010-1


CERTIFICATE


          Evidencing
the [___]% beneficial interest in all of the assets of the Issuer (as defined
below), which consist primarily of motor vehicle receivables, including motor
vehicle retail installment loans that are secured by new and used automobiles
and light-duty trucks. 


          (This Certificate does not represent an interest in or
obligation of USAA Acceptance, LLC, USAA Federal Savings Bank or any of their
respective Affiliates, except to the extent described below.) 


          THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER
APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY
OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION
THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. 


          NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE ACQUIRED OR HELD (IN THE
INITIAL ACQUISITION OR THROUGH A TRANSFER) BY OR FOR THE ACCOUNT OF OR WITH THE
ASSETS OF (A) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS
SUBJECT TO TITLE I OF ERISA, (B) A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED OR (C) ANY ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR A PLAN’S
INVESTMENT IN THE ENTITY. 


          THIS
CERTIFIES THAT [___________] is the registered owner of a [___]% nonassessable,
fully-paid beneficial interest in the Trust Estate of USAA AUTO OWNER TRUST
2010-1, a Delaware statutory trust (the “Issuer”) formed by USAA
Acceptance, LLC, a Delaware limited liability company, as depositor (the “Depositor”).



          The Issuer
was created pursuant to a Trust Agreement dated as of February 9, 2010 (as
amended and restated as of February 24, 2010, the “Trust Agreement”),
between the Depositor and Wells Fargo Delaware Trust Company, National
Association, 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 


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assigned to them in Appendix A to the Sale and Servicing
Agreement, dated as of February 24, 2010, among the Depositor, the Issuer, The
Bank of New York Mellon as indenture trustee, and USAA Federal Savings Bank, as
servicer, as the same may be amended or supplemented from time to time. 


          This
Certificate is issued under and is 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 Holder
is bound. The provisions and conditions of the Trust Agreement are hereby
incorporated by reference as though set forth in their entirety herein. 


          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 Indenture, the Sale and Servicing Agreement and
the Trust Agreement, as applicable. 


          THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 


          By
accepting this Certificate, the Certificateholder hereby covenants and agrees
that prior to the date which is one year and one day after payment in full of
all obligations of each Bankruptcy Remote Party in respect of all securities
issued by the Bankruptcy Remote Parties (i) such Person shall not authorize
such Bankruptcy Remote Party to commence a voluntary winding-up or other
voluntary case or other Proceeding seeking liquidation, reorganization or other
relief with respect to such Bankruptcy Remote Party or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect in any
jurisdiction or seeking the appointment of an administrator, a trustee,
receiver, liquidator, custodian or other similar official with respect to such
Bankruptcy Remote Party or any substantial part of its property or to consent
to any such relief or to the appointment of or taking possession by any such
official in an involuntary case or other Proceeding commenced against such
Bankruptcy Remote Party, or to make a general assignment for the benefit of any
party hereto or any other creditor of such Bankruptcy Remote Party, and (ii)
such Person shall not commence or join with any other Person in commencing any
Proceeding against such Bankruptcy Remote Party under any bankruptcy,
reorganization, liquidation or insolvency law or statute now or hereafter in
effect in any jurisdiction. 


          By
accepting and holding this Certificate (or any interest herein), the Holder
hereof shall be deemed to have represented and warranted that it is not a Benefit
Plan and is not purchasing on behalf of a Benefit Plan. 


          It is the
intention of the parties to the Trust Agreement that, solely for income,
franchise and value added tax purposes, (i) so long as there is a single
Certificateholder, the Issuer will be disregarded as an entity separate from
such Certificateholder, and if there is more than one Certificateholder, the
Issuer will be treated as a partnership and (ii) the Notes will be 


Trust Certificate 


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characterized as debt. By accepting this Certificate, the
Certificateholder agrees to take no action inconsistent with the foregoing
intended tax treatment. 


          By
accepting this Certificate, the Certificateholder acknowledges that this
Certificate represents the entire beneficial interest in the Issuer only and
does not represent interests in or obligations of the Depositor, the Servicer,
the Administrator, the Owner Trustee, the Indenture Trustee or any of their
respective Affiliates and no recourse may be had against such parties or their
assets, except as expressly set forth or contemplated in this Certificate, the
Trust Agreement or any other Transaction Document. 


Trust Certificate


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          IN
WITNESS WHEREOF, the Issuer has caused this Certificate to be duly executed.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 USAA AUTO OWNER TRUST 2010-1

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By: 

 	
 Wells Fargo
 Delaware Trust Company,

 
	
  

 	
  

 	
 National
 Association, not in its individual capacity,

 
	
  

 	
  

 	
 but solely
 as Owner Trustee

 
	
  

 	
  

 	
  

 	
  

 
	
 Dated: 

 	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 


Trust Certificate


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OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION


          This
is the Certificate referred to in the within-mentioned Trust Agreement.


	
  

 	
  

 	
  

 
	
  

 	
 WELLS FARGO DELAWARE TRUST 

 COMPANY, NATIONAL ASSOCIATION, not

 in its individual capacity but solely as Owner Trustee

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Authorized
 Signatory

 


Trust Certificate


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EXHIBIT B 


FORM OF OWNER TRUSTEE’S ANNUAL CERTIFICATION 

REGARDING ITEM 1117 AND ITEM 1119 OF REGULATION AB


          Reference
is made to the Form 10-K of USAA Acceptance, LLC with respect to USAA Auto
Owner Trust 2010-1 (the “Form 10-K”) for the fiscal year ended December
31, 20[     ]. Capitalized terms used but not
otherwise defined herein shall have the respective meanings given to them in
the Form 10-K. 


          Wells Fargo
Delaware Trust Company, National Association a national banking association (“Wells
Fargo”), does hereby certify to the Sponsor, the Depositor and the Issuing
Entity that: 


          1. As of
the date of the Form 10-K, there are no pending legal proceedings against Wells
Fargo or proceedings known to be contemplated by governmental authorities
against Wells Fargo that would be material to the investors in the Notes. 


          2. As of
the date of the Form 10-K, there are no affiliations, as contemplated by Item
1119 of Regulation AB, between Wells Fargo and any of USAA Federal Savings Bank
(in its capacity as Sponsor, Originator, Servicer and Administrator), USAA
Acceptance, LLC, the Indenture Trustee and the Issuing Entity, or any
affiliates of such parties. 


          IN WITNESS
WHEREOF, Wells Fargo has caused this certificate to be executed in its
corporate name by an officer thereunto duly authorized. 


Dated: ____________, 20[     ] 


	
  

 	
  

 	
  

 
	
  

 	
 WELLS FARGO DELAWARE TRUST

 COMPANY, NATIONAL ASSOCIATION, as 

 Owner Trustee

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 


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