Exhibit 4.2

                                                                EXECUTION COPY




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                      AMENDED AND RESTATED TRUST AGREEMENT






                                     between

                              USAA ACCEPTANCE, LLC

                                  as Depositor

                                       and

                 WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION

                                as Owner Trustee











                          Dated as of October 20, 2005








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                                Table of Contents
                                                                                                       Page
                                                                                                       ----

                                    ARTICLE I

                              DEFINITIONS AND USAGE


                                   ARTICLE II

                            ORGANIZATION OF THE TRUST

<S>              <C>                                                                                     <C>
SECTION 2.1.     Name.....................................................................................1
SECTION 2.2.     Offices..................................................................................1
SECTION 2.3.     Purposes and Powers......................................................................1
SECTION 2.4.     Appointment of Owner Trustee.............................................................2
SECTION 2.5.     Capital Contribution of Owner Trust Estate...............................................2
SECTION 2.6.     Declaration of Trust.....................................................................2
SECTION 2.7.     Liability of the Depositor and the Certificateholders....................................3
SECTION 2.8.     Title to Trust Property..................................................................3
SECTION 2.9.     Situs of Trust...........................................................................3
SECTION 2.10.    Representations and Warranties of the Depositor..........................................3
SECTION 2.11.    Federal Income Tax Matters...............................................................4

                                   ARTICLE III

                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS

SECTION 3.1.     Initial Beneficial Ownership.............................................................5
SECTION 3.2.     The Certificates.........................................................................5
SECTION 3.3.     Authentication of Certificates...........................................................6
SECTION 3.4.     Registration of Certificates; Transfer and Exchange of Certificates......................6
SECTION 3.5.     Mutilated, Destroyed, Lost or Stolen Certificates........................................8
SECTION 3.6.     Persons Deemed Owners of Certificates....................................................8
SECTION 3.7.     Access to List of Certificateholders' Names and Addresses................................8
SECTION 3.8.     Maintenance of Office or Agency..........................................................9
SECTION 3.9.     Appointment of Certificate Paying Agent..................................................9
SECTION 3.10.    Certain Rights of Depositor.............................................................10
SECTION 3.11.    Book-Entry Certificates.................................................................10
SECTION 3.12.    Notices to Clearing Agency..............................................................11
SECTION 3.13.    Definitive Certificates.................................................................11
SECTION 3.14.    Authenticating Agents...................................................................11



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                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

SECTION 4.1.     Prior Notice to Certificateholders with Respect to Certain Matters......................12
SECTION 4.2.     Action by Certificateholders with Respect to Certain Matters............................13
SECTION 4.3.     Action by Certificateholders with Respect to Bankruptcy.................................13
SECTION 4.4.     Restrictions on Certificateholders' Power...............................................13
SECTION 4.5.     Majority Control........................................................................13

                                    ARTICLE V

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

SECTION 5.1.     Establishment of Certificate Distribution Account.......................................13
SECTION 5.2.     Application of Trust Funds..............................................................14
SECTION 5.3.     Method of Payment.......................................................................15
SECTION 5.4.     No Segregation of Monies; No Interest...................................................15
SECTION 5.5.     Accounting and Reports to Noteholders, Certificateholders, Internal Revenue Service
                 and Others..............................................................................15
SECTION 5.6.     Signature on Returns; Tax Matters Partner...............................................15

                                   ARTICLE VI

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

SECTION 6.1.     General Authority.......................................................................16
SECTION 6.2.     General Duties..........................................................................16
SECTION 6.3.     Action upon Instruction.................................................................16
SECTION 6.4.     No Duties Except as Specified in this Agreement or in Instructions......................17
SECTION 6.5.     No Action Except Under Specified Documents or Instructions..............................18
SECTION 6.6.     Restrictions............................................................................18
SECTION 6.7.     Acceptance of Trusts and Duties.........................................................18
SECTION 6.8.     Furnishing of Documents.................................................................19
SECTION 6.9.     Representations and Warranties..........................................................19
SECTION 6.10.    Reliance; Advice of Counsel.............................................................20
SECTION 6.11.    Not Acting in Individual Capacity.......................................................20
SECTION 6.12.    Owner Trustee Not Liable for Certificates or Receivables................................20
SECTION 6.13.    Owner Trustee May Own Certificates and Notes............................................21

                                   ARTICLE VII

                   COMPENSATION AND INDEMNITY OF OWNER TRUSTEE

SECTION 7.1.     Owner Trustee's Fees and Expenses.......................................................21
SECTION 7.2.     Payments to Owner Trustee...............................................................21



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                                  ARTICLE VIII

                                   TERMINATION

SECTION 8.1.     Termination of the Trust................................................................22
SECTION 8.2.     Prepayment of Certificates..............................................................23

                                   ARTICLE IX

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

SECTION 9.1.     Eligibility Requirements for Owner Trustee..............................................24
SECTION 9.2.     Resignation or Removal of Owner Trustee.................................................24
SECTION 9.3.     Successor Owner Trustee.................................................................25
SECTION 9.4.     Merger or Consolidation of Owner Trustee................................................25
SECTION 9.5.     Appointment of Co-Trustee or Separate Trustee...........................................26
SECTION 9.6.     Compliance with Statutory Trust Statute.................................................27

                                    ARTICLE X

                                  MISCELLANEOUS

SECTION 10.1.    Supplements and Amendments..............................................................27
SECTION 10.2.    No Legal Title to Owner Trust Estate in Certificateholders..............................28
SECTION 10.3.    Limitation on Rights of Others..........................................................28
SECTION 10.4.    Notices.................................................................................29
SECTION 10.5.    Severability............................................................................29
SECTION 10.6.    Separate Counterparts...................................................................29
SECTION 10.7.    Successors and Assigns..................................................................29
SECTION 10.8.    No Petition.............................................................................29
SECTION 10.9.    No Recourse.............................................................................29
SECTION 10.10.   Headings................................................................................30
SECTION 10.11.   GOVERNING LAW...........................................................................30


EXHIBIT A      FORM OF CLASS B CERTIFICATE...............................................................A-1
EXHIBIT B      FORM OF CERTIFICATE OF TRUST..............................................................B-1

APPENDIX A     Definitions and Usage............................................................Appendix A-1
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         AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 20, 2005 (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 Depositor, having its principal office at 9830 Colonnade Blvd.,
Suite 600, San Antonio, Texas 78230; and WACHOVIA BANK OF DELAWARE, NATIONAL
ASSOCIATION, a national banking association (the "Bank"), not in its individual
capacity but solely as trustee under this Agreement (in such capacity, the
"Owner Trustee"), having its principal corporate trust office at 300 Delaware
Avenue, Wilmington, Delaware 19801 for the purpose of establishing the USAA Auto
Owner Trust 2005-3.

         WHEREAS, the parties hereto intend to amend and restate that certain
Trust Agreement, dated as of October 6, 2005, between the Depositor and the
Owner Trustee, on the terms and conditions hereinafter set forth.

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

                                   ARTICLE I

                              DEFINITIONS AND USAGE

         Except as otherwise specified herein or as the context may otherwise
require, capitalized terms used but not otherwise defined herein are defined in
Appendix A hereto, which also contains rules as to usage that shall be
applicable herein.

                                   ARTICLE II

                            ORGANIZATION OF THE TRUST

         SECTION 2.1. Name. The Trust continued hereby shall be known as "USAA
Auto Owner Trust 2005-3", in which name the Owner Trustee may conduct the
business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued on behalf of the Trust.

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

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

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

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


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

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

                (v) to Grant the Owner Trust Estate (other than the
         Certificate Distribution Account and the proceeds thereof) to the
         Indenture Trustee pursuant to the Indenture;

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

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

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

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

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

         SECTION 2.5. Capital Contribution of Owner Trust Estate. As of
October 6, 2005, the Depositor sold, assigned and transferred to the Owner
Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt in trust
from the Depositor, as of such date, the foregoing contribution, which shall
constitute the initial Owner Trust Estate and shall be deposited in the
Certificate Distribution Account. The Depositor shall pay the organizational
expenses of the Trust as they may arise or shall, upon the request of the
Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid
by the Owner Trustee. On the Closing Date, the Depositor shall convey to the
Trust the Trust Property and the Reserve Initial Deposit and the Owner Trustee
shall cause the delivery to or upon the order of the Depositor the Notes and
the Certificates.

         SECTION 2.6. Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Owner 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 Trust under the Basic Documents. It is the
intention of the parties hereto that (i) the Trust constitute a statutory
trust under the Statutory Trust Statute and that this Agreement constitute the
governing instrument of such statutory trust and (ii) for income and franchise
tax purposes, the Trust shall be treated as a partnership, with the assets of
the partnership being the Receivables and other assets held by the




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Trust, the partners of the partnership being the Certificateholders and the
Depositor, and the Notes constituting indebtedness of the partnership. The
parties agree that, unless otherwise required by the appropriate tax
authorities, the Trust will file or cause to be filed annual or other
necessary returns, reports and other forms consistent with the
characterization of the Trust as a partnership for such tax purposes.
Effective as of the date hereof, the Owner Trustee shall have all rights,
powers and duties set forth herein and in the Statutory Trust Statute with
respect to accomplishing the purposes of the Trust. The Owner Trustee has
filed the Certificate of Trust with the Secretary of State.

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

         SECTION 2.8. Title to Trust Property. Legal title to the entirety of
the Owner Trust Estate shall be vested at all times in the Trust as a separate
legal entity, except where applicable law in any jurisdiction requires title
to any part of the Owner Trust Estate to be vested in a trustee or trustees,
in which case title shall be deemed to be vested in the Owner Trustee, a
co-trustee and/or a separate trustee, as the case may be.

         SECTION 2.9. Situs of Trust. The Trust shall be administered by the
Owner Trustee in the State of Delaware. All bank accounts maintained by the
Owner Trustee on behalf of the Trust shall be located in the State of Delaware
or the State of New York. The Trust shall not have any employees in any state
other than the State of Delaware; provided, however, that nothing herein shall
restrict or prohibit the Bank, the Depositor or the Owner Trustee from having
employees within or without the State of Delaware. Payments will be received
by the Trust only in Delaware or New York, and payments will be made by the
Trust only from Delaware or New York. The principal office of the Trust shall
be in care of the Owner Trustee in the State of Delaware.

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

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

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

         (c) The Depositor has duly executed and delivered this Agreement, and
this Agreement constitutes a legal, valid and binding obligation of the
Depositor, enforceable against the Depositor, in accordance with its terms,
except as enforceability may be limited by




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bankruptcy, insolvency, reorganization and other similar laws affecting the
enforcement of creditors' rights in general and by general equitable
principles, regardless of whether such enforceability is considered in a
proceeding at law or in equity.

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

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

         SECTION 2.11. Federal Income Tax Matters. The Certificateholders
acknowledge that it is their intent and that they understand it is the intent
of the Depositor and the Servicer that, for purposes of federal income, state
and local income and franchise tax and any other income taxes, the Trust will
be treated as a partnership, the Certificateholders and the Depositor will be
treated as partners in that partnership, and the payments to the
Certificateholders at the Class B Rate (and for the Closing Date, any excess
of the aggregate Initial Certificate Balance of the Certificates over their
aggregate issue price) will be treated as "guaranteed payments," within the
meaning of Section 707(c) of the Code. The Depositor hereby agrees and the
Certificateholders by acceptance of a Certificate agree to such treatment and
each agrees to take no action inconsistent with such treatment. For purposes
of federal income, State and local income and franchise tax and any other
income taxes each month:

               (a) gross ordinary income of the Trust for such month as
         determined for federal income tax purposes shall be allocated among
         the Certificateholders as of the Record Date occurring within such
         month, in proportion to their ownership of the Certificate Balance on
         such date, in an amount up to the sum of (i) the Accrued Class B
         Certificate Interest (to the extent not otherwise includable as a
         guaranteed payment for such month), (ii) the portion of the market
         discount on the Receivables accrued during such month that is
         allocable to the excess, if any, of the aggregate Initial Certificate
         Balance over the initial aggregate issue price of the Certificates
         (to the extent not




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         otherwise includable as a guranteed payment on the Closing
         Date), (iii) prepayment premium payable to the Certificateholders for
         such month and (iv) any other amounts of income payable to the
         Certificateholders for such month; and

               (b) thereafter all remaining net income of the Trust (subject
         to the modifications set forth below) for such month as determined
         for federal income tax purposes (and each item of income, gain,
         credit, loss or deduction entering into the computation thereof)
         shall be allocated to the Depositor, to the extent thereof.

If the gross ordinary income of the Trust for any month is insufficient for the
allocations described in paragraph (a) above, subsequent gross ordinary income
shall first be allocated to make up such shortfall before any allocation
pursuant to paragraph (b) above. Net losses of the Trust, if any, for any month
as determined for federal income tax purposes (and each item of income, gain,
credit, loss or deduction entering into the computation thereof) shall be
allocated to the Depositor to the extent the Depositor is reasonably expected to
bear the economic burden of such net losses, and any remaining net losses shall
be allocated among the Certificateholders as of the Record Date occurring within
such month in proportion to their ownership of the Certificate Balance on such
Record Date. The Trust is authorized to modify the allocations in this paragraph
if necessary or appropriate, in its sole discretion, for the allocations to
fairly reflect the economic income, gain or loss to the Certificateholders, or
as otherwise required by the Code.

                                 ARTICLE III

                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS

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

         SECTION 3.2. The Certificates. (a) The Certificates shall be issued
as Book-Entry Certificates, substantially in the form set forth in Exhibit A,
in minimum denominations of $1,000 and in integral multiples of $1,000 in
excess thereof (except for one Certificate which may be issued in a
denomination other than an integral multiple of $1,000).

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

         (c) A transferee of a Certificate shall become a Certificateholder,
and shall be entitled to the rights and subject to the obligations of a
Certificateholder hereunder upon such




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transferee's acceptance of a Certificate duly registered in such transferee's
name pursuant to Section 3.4.

        (d) Plans and persons investing on behalf of or with "plan assets" of
Plans may not acquire the Certificates. However, an insurance company using
the assets of its general account that include "plan assets" may purchase the
Certificates if:

            (i) such insurance company is able to represent that, as of the
         date it acquires an interest in the Certificates, less than 25% of
         the assets of such general account constitute "plan assets" of a
         Benefit Plan Investor within the meaning of 29 C.F.R.
         ss.2510.3-101(f);

           (ii) such insurance company agrees that if at any time during any
         calendar quarter while it is holding an interest in the Certificates,
         25% or more of the assets of such general account constitute "plan
         assets" of a Benefit Plan Investor within the meaning of 29 C.F.R.
         ss.2510.3-101(f), and if, at that time, no appropriate exemption or
         exception applies to the operation of the Trust and its assets under
         ERISA, such insurance company will dispose of the Certificates then
         held in its general account;

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

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

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

         SECTION 3.4. Registration of Certificates; Transfer and Exchange of
Certificates. (a)The Certificate Registrar shall keep or cause to be kept, at
the office or agency maintained pursuant to Section 3.8, a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trust shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Owner Trustee shall be
the initial Certificate Registrar. No transfer of a Certificate shall be
recognized except upon registration of such transfer in the Certificate
Register.

         (b) With respect to each transfer of a Certificate, the prospective
transferee Certificate Owner shall be deemed to represent the following:




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                  (i) Either:

                  (A) (x) for the entire period during which such purchaser or
                  transferee holds its interest in the Certificates, no portion
                  of such purchaser's or transferee's assets constitutes assets
                  of any "employee benefit plan" within the meaning of Section
                  3(3) of ERISA, whether or not subject to Title I of ERISA,
                  including any U.S. governmental or non-U.S. pension plan, or
                  any "plan" subject to Section 4975 of the Code (each, a
                  "Covered Plan") or

                  (B) (1) the assets used by such purchaser or transferee to
                  acquire the Certificates (or any interest therein) constitute
                  assets of an insurance company general account, (2) for the
                  entire period during which such purchaser or transferee holds
                  its interest in the Certificates, less than 25% of the assets
                  of such insurance company general account will constitute
                  "plan assets" of any Covered Plan, (3) neither such purchaser
                  or transferee nor any affiliate is a Controlling Person of the
                  Trust and (4) the acquisition and holding of the Certificates
                  by such purchaser or transferee will satisfy the requirements
                  of PTCE 95-60 and will not constitute a non-exempt prohibited
                  transaction under Section 406 of ERISA or Section 4975 of the
                  Code or a violation of any applicable Similar Law.

                  (ii) It is, and each account (if any) for which it is
         purchasing Certificates is, a Person who is (A) a citizen or
         resident of the United States, (B) a corporation or partnership
         organized in or under the laws of the United States, any state
         thereof or the District of Columbia, (C) an estate the income of
         which is includible gross income for United States tax purposes,
         regardless of its source, (D) a trust with respect to which a U.S.
         court is able to exercise primary supervision over the administration
         of such trust and one or more Persons meeting the conditions of
         clause (A), (B), (C) or (E) of this paragraph (ii) has the authority
         to control all substantial decisions of the trust or (E) a Person not
         described in clauses (A) through (D) above whose ownership of
         Certificates is effectively connected with such Person's conduct of a
         trade or business within the United States (within the meaning of the
         Code) and who provides the Owner Trustee and the Depositor with an
         IRS Form W-8 ECI (and such other certifications, representations, or
         opinions of counsel as may be requested by the Owner Trustee or the
         Depositor).

                 (iii) It understands that any purported transfer of any
         Certificate (or any interest therein) to any Person who does not meet
         the conditions of paragraphs (i) and (ii) above shall be, to the
         fullest extent permitted by law, void ab initio, and the purported
         transferee in such a transfer shall not be recognized by the Trust or
         any other Person as a Certificateholder for any purpose.

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




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<PAGE>

other Certificates of authorized denominations and aggregate amount upon
surrender of the Certificates to be exchanged at the office or agency
maintained pursuant to Section 3.8.

         Every Certificate presented or surrendered for registration of transfer
or exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Owner Trustee and the Certificate Registrar, duly executed
by the related Certificateholder or such Certificateholder's attorney duly
authorized in writing, with such signature guaranteed by a member firm of the
New York Stock Exchange or a commercial bank or trust company. Each Certificate
surrendered for registration of transfer or exchange shall be cancelled and
subsequently disposed of by the Certificate Registrar in accordance with its
customary practice.

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

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

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

         SECTION 3.6. Persons Deemed Owners of Certificates. Prior to due
presentation of a Certificate for registration of transfer, the Owner Trustee,
the Certificate Registrar or any Certificate Paying Agent may treat the Person
in whose name any Certificate is registered in the Certificate Register as the
owner of such Certificate for the purpose of receiving interest or
distributions pursuant to this Agreement and for all other purposes
whatsoever, and none of the Owner Trustee, the Certificate Registrar or any
Certificate Paying Agent shall be bound by any notice to the contrary.

         SECTION 3.7. Access to List of Certificateholders' Names and
Addresses. The Owner Trustee shall furnish or cause to be furnished to the
Servicer, the Certificate Paying Agent and the Depositor, or to the Indenture
Trustee, within fifteen (15) days after receipt by the Owner




                                      8
<PAGE>

Trustee of a written request therefor from the Servicer, the Certificate
Paying Agent 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. The Certificate Registrar shall also furnish to the Owner Trustee and
the Paying Agent a copy of such list at any time there is a change therein. If
three or more Certificateholders or one or more holders of Certificates
evidencing not less than 25% of the Certificate Balance apply in writing to
the Owner Trustee, and such application states that the applicants desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and such application is accompanied
by a copy of the communication that such applicants propose to transmit, then
the Owner Trustee shall, within five (5) Business Days after the receipt of
such application, afford such applicants access during normal business hours
to the current list of Certificateholders. Each Certificateholder, by
receiving and holding a Certificate, shall be deemed to have agreed not to
hold any of the Depositor, the Certificate Registrar or the Owner Trustee
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.

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

         SECTION 3.9. Appointment of Certificate Paying Agent. The Certificate
Paying Agent shall make distributions to Certificateholders from the
Certificate Distribution Account pursuant to Section 5.2 and shall report the
amounts of such distributions to the Owner Trustee. Any Certificate Paying
Agent shall have the revocable power to withdraw funds from the Certificate
Distribution Account for the purpose of making the distributions referred to
above. The Owner Trustee may revoke such power and remove the Certificate
Paying Agent if the Owner Trustee determines in its sole discretion that the
Certificate Paying Agent shall have failed to perform its obligations under
this Agreement in any material respect. The Certificate Paying Agent shall
initially be the Owner Trustee. The Certificate Paying Agent shall be
permitted to resign as Certificate Paying Agent upon thirty (30) days' written
notice to the Owner Trustee. In the event that the Owner Trustee shall no
longer be the Certificate Paying Agent, the Owner Trustee shall appoint a
successor to act as Certificate Paying Agent (which shall be a bank or trust
company). The Owner Trustee shall cause such successor Certificate Paying
Agent to execute and deliver to the Owner Trustee an instrument in which such
successor Certificate Paying Agent shall agree with the Owner Trustee that as
Certificate Paying Agent, such successor Certificate Paying Agent will hold
all sums, if any, held by it for payment to the Certificateholders in trust
for the benefit of the Certificateholders entitled thereto until such sums
shall be paid to such Certificateholders. The Certificate Paying Agent shall
return all unclaimed funds to the Owner Trustee and upon removal of a
Certificate Paying Agent such Certificate Paying Agent shall also return all
funds in its possession to the Owner Trustee. The provisions of Sections 6.7,
6.9, 6.10, 7.1 and 7.2 shall apply to the Certificate Paying Agent. The Owner
Trustee may appoint a co-paying agent. Any reference in this Agreement to the
Certificate



                                      9
<PAGE>

Paying Agent shall include any co-paying agent appointed by the Owner Trustee
unless the context requires otherwise.

         SECTION 3.10. Certain Rights of Depositor. The Depositor shall be
entitled to any amounts not needed on any Payment Date to make payments on the
Notes or the Certificates or to make deposits to the Reserve Account pursuant
to Section 4.6 of the Sale and Servicing Agreement, and to receive amounts
remaining in the Reserve Account and the Yield Supplement Account following
the payment in full of the aggregate principal amount of the Notes and the
Certificate Balance and of all other amounts owing or to be distributed
hereunder or under the Indenture or the Sale and Servicing Agreement to
Noteholders and Certificateholders and the termination of the Trust. The
Depositor may not transfer any such rights in the Reserve Account unless (i)
the Owner Trustee and the Indenture Trustee shall have received an Opinion of
Counsel that such transfer shall not cause the Trust to be classified as an
association (or publicly traded partnership) taxable as a corporation, (ii)
the transferee agrees in writing to take positions for federal income tax
purposes consistent with the federal income tax positions previously taken by
the Depositor and (iii) the Rating Agency Condition is satisfied.

         SECTION 3.11. Book-Entry Certificates. The Certificates, upon
original issuance, shall be issued in the form of typewritten Certificate or
Certificates representing the Book-Entry Certificates, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Trust. The Book-Entry Certificate or Certificates shall be registered
initially on the Certificate Register in the name of Cede & Co., the nominee
of the initial Clearing Agency, and no Certificate Owner thereof shall receive
a Definitive Certificate (as defined below) representing such Certificate
Owner's beneficial interest in such Certificate, except as provided in Section
3.13. Unless and until definitive, fully registered Certificates (the
"Definitive Certificates") have been issued to Certificate Owners pursuant to
Section 3.13:

              (i)   the provisions of this Section 3.11 shall be in full force
         and effect;

             (ii)   the Certificate Registrar and the Owner Trustee shall be
         entitled to deal with the Clearing Agency for all purposes of this
         Agreement (including the payment of interest and distributions on the
         Book-Entry Certificates and the giving of instructions or directions
         hereunder) as the sole Certificateholder, and shall have no
         obligation to the Certificate Owners;

              (iii) to the extent that the provisions of this Section 3.11
         conflict with any other provisions of this Agreement, the provisions
         of this Section 3.11 shall control;

              (iv)  the rights of Certificate Owners shall be exercised only
         through the Clearing Agency and shall be limited to those established
         by law and agreements between such Certificate Owners and the
         Clearing Agency and/or the Clearing Agency Participants pursuant to
         the Note Depository Agreement;

              (v)   the initial Clearing Agency shall make book-entry transfers
         among the Clearing Agency Participants and receive and transmit
         payments of principal of and interest on the Book-Entry Certificates
         to such Clearing Agency Participants; and



                                      10
<PAGE>

              (vi)  whenever this Agreement requires or permits actions to be
         taken based upon instructions or directions of holders of
         Certificates evidencing a specified percentage of the Certificate
         Balance, the Clearing Agency shall be deemed to represent such
         percentage only to the extent that it has received instructions to
         such effect from Certificate Owners and/or Clearing Agency
         Participants owning or representing, respectively, such required
         percentage of the beneficial interest in the Certificate Balance and
         has delivered such instructions to the Owner Trustee.

         SECTION 3.12. Notices to Clearing Agency. Whenever a notice or other
communication to the holders of Certificates is required under this Agreement,
unless and until Definitive Certificates shall have been issued to the
Certificate Owners pursuant to Section 3.13, the Owner Trustee shall give all
such notices and communications specified herein to be given to holders of
Certificates to the Clearing Agency, and shall have no obligation to such
Certificate Owners.

         SECTION 3.13. Definitive Certificates. With respect to any Book-Entry
Certificates, if (i) the Administrator advises the Owner Trustee in writing
that the Clearing Agency is no longer willing or able to properly discharge
its responsibilities with respect to such Book-Entry Certificates and the
Administrator is unable to locate a qualified successor or (ii) after the
occurrence of an Event of Default or an Event of Servicing Termination,
Certificate Owners with respect to Book-Entry Certificates evidencing
beneficial interests aggregating not less than a majority of the Certificate
Balance advise the Owner Trustee and the Clearing Agency in writing that the
continuation of a book-entry system through the Clearing Agency is no longer
in the best interests of the Certificate Owners, then the Clearing Agency
shall notify all Certificate Owners and the Owner Trustee of the occurrence of
such event and of the availability of Definitive Certificates to the
Certificate Owners. Upon surrender to the Owner Trustee of the typewritten
Certificate or Certificates representing the Book-Entry Certificates by the
Clearing Agency, accompanied by registration instructions, the Owner Trustee
shall execute, authenticate and deliver the Definitive Certificates in
accordance with the written instructions of the Clearing Agency. None of the
Trust, the Certificate Registrar or the Owner Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be protected in relying on, such instructions. Upon the issuance of Definitive
Certificates to Certificate Owners, the Owner Trustee shall recognize the
holders of such Definitive Certificates as Certificateholders.

         SECTION 3.14. Authenticating Agents. (a) The Owner Trustee may
appoint one or more Persons (each, an "Authenticating Agent") with power to
act on its behalf and subject to its direction in the authentication of
Certificates in connection with issuance, transfers and exchanges under
Sections 3.3, 3.4 and 3.5, as fully to all intents and purposes as though each
such Authenticating Agent had been expressly authorized by those Sections to
authenticate such Certificates. For all purposes of this Agreement, the
authentication of Certificates by an Authenticating Agent pursuant to this
Section 3.14 shall be deemed to be the authentication of Certificates "by the
Owner Trustee."

         (b) Any corporation into which any Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation
resulting from any merger, consolidation or conversion to which any
Authenticating Agent shall be a party, or any




                                      11
<PAGE>

corporation succeeding to all or substantially all of the corporate trust
business of any Authenticating Agent, shall be the successor of such
Authenticating Agent hereunder, without the execution or filing of any further
act on the part of the parties hereto or such Authenticating Agent or such
successor corporation.

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

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

                                  ARTICLE IV

                           ACTIONS BY OWNER TRUSTEE

         SECTION 4.1. Prior Notice to Certificateholders with Respect to
Certain Matters. It is the intention of the Depositor and the
Certificateholders that the powers and duties of the Owner Trustee are
ministerial only and that any non-ministerial action (including the taking of
any legal action) may only be taken by the Owner Trustee in accordance with
this Section 4.1. With respect to the following matters, the Owner Trustee
shall not take action unless, (i) at least thirty (30) days before the taking
of such action, the Owner Trustee shall have notified the Certificateholders
of record as of the preceding Record Date and the Rating Agencies in writing
of the proposed action and (ii) Certificateholders holding not less than a
majority of the Certificate Balance shall not have notified the Owner Trustee
in writing prior to the 30th day after such notice is given that such
Certificateholders have withheld consent or provided alternative direction:

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

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

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

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



                                      12
<PAGE>

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

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

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

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

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

                                  ARTICLE V

                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

         SECTION 5.1. Establishment of Certificate Distribution Account.
Pursuant to Section 4.1(c) of the Sale and Servicing Agreement, there has been
established and there shall be maintained an Eligible Deposit Account, in the
name of the Trust, initially at the corporate trust department of the Bank,
which shall be designated as the "Certificate Distribution Account." Except as
expressly provided in Section 3.9, the Certificate Distribution Account shall
be under the sole dominion and control of the Owner Trustee. All monies
deposited from time to time in the Certificate Distribution Account pursuant
to the Sale and Servicing Agreement shall be applied as provided in the Basic
Documents. In the event that the Certificate Distribution Account is no longer
to be maintained at the corporate trust department of the Bank, the Servicer
shall, with the Owner Trustee's assistance as necessary, cause an Eligible
Account to be




                                      13
<PAGE>

established as the Certificate Distribution Account within ten (10) Business
Days (or such longer period not to exceed thirty (30) days as to which each
Rating Agency may consent). The Certificate Distribution Account shall be
established and maintained pursuant to an account agreement which specifies
New York law as the governing law.

         SECTION 5.2. Application of Trust Funds. (a) On each Payment Date,
the Owner Trustee shall, based on the information contained in the Servicer's
Certificate delivered on the relevant Determination Date pursuant to Section
3.9 of the Sale and Servicing Agreement withdraw the amounts deposited into
the Certificate Distribution Account pursuant to Sections 4.6(c) (if
applicable) and 4.6(d) of the Sale and Servicing Agreement or, if applicable,
Section 5.4(b) of the Indenture on or prior to such Payment Date and make or
cause to be made distributions and payments in the following order of
priority:

               (i) first, to the Certificateholders, an amount equal to the
         Accrued Class B Certificate Interest, provided that if there are not
         sufficient funds available to pay the entire amount of the Accrued
         Class B Certificate Interest, the amounts available shall be applied
         to the payment of such interest on the Certificates on a pro rata
         basis; and

              (ii) second, to the Certificateholders in reduction of the
         Certificate Balance, until the Certificate Balance has been reduced
         to zero; provided that if there are not sufficient funds available
         to reduce the Certificate Balance to zero, the amounts available
         shall be applied among Certificateholders to the reduction of the
         Certificate Balance on a pro rata basis.

         (b) On each Payment Date, the Owner Trustee shall, or shall cause the
Certificate Paying Agent to, send to each Certificateholder as of the related
Record Date the statement provided to the Owner Trustee by the Servicer
pursuant to Section 4.10 of the Sale and Servicing Agreement with respect to
such Payment Date.

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



                                      14
<PAGE>

         SECTION 5.3. Method of Payment. Subject to Section 8.1(c),
distributions required to be made to Certificateholders on any Payment Date
shall be made to each Certificateholder of record on the preceding Record Date
either by wire transfer, in immediately available funds, to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor, if (i) such Certificateholder shall have provided to the Certificate
Registrar appropriate written instructions at least five (5) Business Days
prior to such Payment Date and such Certificateholder's Certificates in the
aggregate evidence a denomination of not less than $1,000,000, or (ii) such
Certificateholder is the Depositor or, if not, by check mailed to such
Certificateholder at the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the foregoing, the final distribution in
respect of any Certificate (whether on the applicable Final Scheduled Payment
Date or otherwise) will be payable only upon presentation and surrender of
such Certificate at the office or agency maintained for that purpose by the
Owner Trustee pursuant to Section 3.8.

         SECTION 5.4. No Segregation of Monies; No Interest. Subject to
Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not
be segregated in any manner except to the extent required by law, the
Indenture or the Sale and Servicing Agreement, and may be deposited under such
general conditions as may be prescribed by law, and the Owner Trustee shall
not be liable for any interest thereon.

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

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

         (b) The Depositor shall be designated the "tax matters partner" of
the Trust pursuant to Section 6231(a)(7)(A) of the Code.




                                      15
<PAGE>

                                  ARTICLE VI

                     AUTHORITY AND DUTIES OF OWNER TRUSTEE

         SECTION 6.1. General Authority. The Owner Trustee is authorized and
directed to execute and deliver on behalf of the Trust the Basic Documents to
which the Trust is to be a party and each certificate or other document
attached as an exhibit to or contemplated by the Basic Documents to which the
Trust is to be a party and any amendment or other agreement, in each case, in
such form as the Depositor shall approve, as evidenced conclusively by the
Owner Trustee's execution thereof and the Depositor's execution of this
Agreement, and to direct the Indenture Trustee to authenticate and deliver (i)
Class A-1 Notes in the aggregate principal amount of $328,000,000, (ii) Class
A-2 Notes in the aggregate principal amount of $346,000,000, (iii) Class A-3
Notes in the aggregate principal amount of $477,000,000 and (iv) Class A-4
Notes in the aggregate principal amount of $290,321,000. In addition to the
foregoing, the Owner Trustee is authorized to take all actions required of the
Trust pursuant to the Basic Documents. The Owner Trustee is further authorized
from time to time to take such action on behalf of the Trust as is permitted
by the Basic Documents and which the Servicer or the Administrator directs
with respect to the Basic Documents, except to the extent that this Agreement
expressly requires the consent of Certificateholders for such action.

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

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

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

         (c) Whenever the Owner Trustee is unable to decide between
alternative courses of action permitted or required by the terms of this
Agreement or any other Basic Document, the



                                      16
<PAGE>

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

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

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




                                      17
<PAGE>

against, the Owner Trustee that are not related to the ownership or the
administration of the Owner 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 Owner 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 other
Basic Documents to which the Trust or the Owner Trust is a party and (iii) in
accordance with any document or instruction delivered to the Owner Trustee
pursuant to Section 6.3. Neither the Depositor nor the Certificateholders
shall direct the Trustee to take any action that would violate the provisions
of this Section 6.5.

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

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

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

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

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



                                      18
<PAGE>

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

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

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

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

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

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

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

               (i)   It is a national banking association duly organized and
         validly existing in good standing under the laws of the United
         States of America. It has all requisite corporate power and
         authority to execute, deliver and perform its obligations under this
         Agreement.



                                      19
<PAGE>

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

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

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

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

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

         SECTION 6.12. Owner Trustee Not Liable for Certificates or
Receivables. The recitals contained herein and in the Certificates (other than
the signature and countersignature of the Owner Trustee on the Certificates)
shall be taken as the statements of the Depositor, and the



                                      20
<PAGE>

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

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

                                 ARTICLE VII

                  COMPENSATION AND INDEMNITY OF OWNER TRUSTEE

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

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

                                 ARTICLE VIII

                                  TERMINATION



                                      21
<PAGE>

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

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

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

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




                                      22
<PAGE>

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

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

         SECTION 8.2. Prepayment of Certificates. (a) The Certificates shall
be prepaid in whole, but not in part, at the direction of the Servicer
pursuant to Section 8.1 of the Sale and Servicing Agreement, on any Payment
Date on which the Servicer exercises its option to purchase the assets of the
Trust pursuant to said Section 8.1, and the amount paid by the Servicer shall
be treated as collections of Receivables and applied to pay the unpaid
principal amount of the Notes and the Certificate Balance plus accrued and
unpaid interest (including any overdue interest, to the extent lawful)
thereon. The Servicer shall furnish the Rating Agencies and the Owner Trustee
notice of such prepayment. If the Certificates are to be prepaid pursuant to
this Section 8.2(a), the Servicer shall furnish notice of such election to the
Owner Trustee not later than forty (40) days prior to the Prepayment Date and
the Trust shall deposit by 10:00 A.M. (New York City time) on the Prepayment
Date in the Certificate Distribution Account the Prepayment Price of the
Certificates to be redeemed, whereupon all such Certificates shall be due and
payable on the Prepayment Date.

         (b) Notice of prepayment under Section 8.2(a) shall be given by the
Owner Trustee by first-class mail, postage prepaid, or by facsimile mailed or
transmitted immediately following receipt of notice from the Trust or Servicer
pursuant to Section 8.2(a), but not later than thirty (30) days prior to the
applicable Prepayment Date, to each Certificateholder as of the close of
business on the Record Date preceding the applicable Prepayment Date, at such
Certificateholder's address or facsimile number appearing in the Certificate
Register.

         All notices of prepayment shall state:

         (i)   the Prepayment Date;

         (ii)  the Prepayment Price; and

         (iii) the place where such Certificates are to be surrendered for
payment of the Prepayment Price (which shall be the office or agency of the
Owner Trustee to be maintained as provided in Section 3.8).

         Notice of prepayment of the Certificates shall be given by the Owner
Trustee in the name and at the expense of the Trust. Failure to give notice of
prepayment, or any defect therein, to any Certificateholder shall not impair or
affect the validity of the prepayment of any other Certificate.

         (c) Following notice of prepayment as required by Section 8.2(b), the
Certificates shall on the Prepayment Date be paid by the Trust at the
Prepayment Price and (unless the Trust shall default in the payment of the
Prepayment Price) no interest shall accrue on the Prepayment



                                      23
<PAGE>

Price for any period after the date to which accrued interest is calculated for
purposes of calculating the Prepayment Price.

                                  ARTICLE IX

            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

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

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

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

         (b) If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 9.1 or resigns pursuant to Section
9.2 of this Agreement and the ineligible or non-resigning Owner Trustee shall
fail to resign after written request therefor by the Administrator, or if at
any time the Owner Trustee shall be legally unable to act, or if at any time
an Insolvency Event with respect to the Owner Trustee shall have occurred and
be continuing, then the Administrator may remove the Owner Trustee. If the
Administrator shall remove the Owner Trustee under the authority of the
immediately preceding sentence, the Administrator shall promptly appoint a
successor Owner Trustee, by written instrument, in 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.




                                      24
<PAGE>

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

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

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

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

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

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




                                      25
<PAGE>

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

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

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

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

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

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



                                      26
<PAGE>

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

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

                                  ARTICLE X

                                 MISCELLANEOUS

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

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




                                      27
<PAGE>

will not cause the Trust to be taxable as a corporation for federal or any
Applicable Tax State income or franchise tax purposes.

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

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

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

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

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

         SECTION 10.2. No Legal Title to Owner Trust Estate in
Certificateholders. Neither the Depositor nor the Certificateholders shall
have legal title to any part of the Owner Trust Estate. The Certificateholders
shall be entitled to receive distributions with respect to their beneficial
interests therein only in accordance with Articles V and VIII. No transfer, by
operation of law or otherwise, of any right, title, or interest of the
Certificateholders to and in their beneficial interest in the Owner 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 Owner Trust Estate.

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




                                      28
<PAGE>

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

         (b) Any notice required or permitted to be given to a
Certificateholder shall be given by first-class mail, postage prepaid, at the
address of such Certificateholder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not such
Certificateholder receives such notice.

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

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

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

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

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




                                      29
<PAGE>

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

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






                                      30
<PAGE>


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

                              USAA ACCEPTANCE, LLC,
                              as Depositor


                                 By:         /s/ Edwin T. McQuiston
                                     ----------------------------------------
                                     Name:   Edwin T. McQuiston
                                     Title:  Vice President

                              WACHOVIA BANK OF DELAWARE,
                              NATIONAL ASSOCIATION,
                              as Owner Trustee


                                 By:         /s/ Sterling C. Correia
                                     ----------------------------------------
                                     Name:   Sterling C. Correia
                                     Title:  Vice President




                                      31
<PAGE>

                                   EXHIBIT A

                          FORM OF CLASS B CERTIFICATE

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

         THE PRINCIPAL OF THIS CERTIFICATE IS PAYABLE IN INSTALLMENTS AS SET
FORTH IN THE TRUST AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF.

$
B-__                                                      CUSIP NO. 903278 CG 2



                          USAA AUTO OWNER TRUST 2005-3

                     CLASS B 5.03% ASSET BACKED CERTIFICATE

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

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

         THIS CERTIFIES THAT ___________ is the registered owner of ____________
______________ dollars certificate principal balance of Class B 5.03% Asset
Backed Certificates of USAA Auto Owner Trust 2005-3 (the "Trust") formed by USAA
Acceptance, LLC, a Delaware limited liability company (the "Depositor").

         The Trust is governed pursuant to an Amended and Restated Trust
Agreement, dated as of October 20, 2005 (as from time to time amended,
supplemented or otherwise modified and in




                                     A-1
<PAGE>

effect, the "Trust Agreement"), between the Depositor and Wachovia Bank of
Delaware, National Association, a national banking association, not in its
individual capacity but solely as owner trustee (the "Owner Trustee"), a
summary of certain of the pertinent provisions of which is set forth below. To
the extent not otherwise defined herein, the capitalized terms used herein
have the meanings assigned to them in the Trust Agreement.

         This Certificate is one of the duly authorized Certificates designated
as "Class B 5.03% Asset Backed Certificates" (herein called the "Class B
Certificates" or "Certificates") which are issued under and are subject to the
terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the holder of this Certificate by virtue of the acceptance hereof
assents and by which such Certificateholder is bound. Also issued under the
Indenture, dated as of October 20, 2005 (as from time to time amended,
supplemented or otherwise modified and in effect, the "Indenture"), between the
Trust and JPMorgan Chase Bank, National Association, as indenture trustee (in
such capacity, the "Indenture Trustee"), are the Notes designated as "Class A-1
4.17% Asset Backed Notes", "Class A-2 4.52% Asset Backed Notes", "Class A-3
4.55% Asset Backed Notes" and "Class A-4 4.63% Asset Backed Notes"
(collectively, the "Notes"). The property of the Trust includes (i) a pool of
motor vehicle retail installment loans for new and used automobiles and light
trucks and certain rights and obligations thereunder (the "Receivables"); (ii)
monies received thereunder on or after the Cut-off Date; (iii) security
interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Trust in the Financed Vehicles; (iv)
rights to proceeds with respect to the Receivables from claims on theft,
physical damage, credit life, credit disability or other insurance policies
covering Financed Vehicles or Obligors; (v) all of the Seller's rights to the
Receivable Files; (vi) such amounts as from time to time may be held in one or
more accounts maintained pursuant to the Sale and Servicing Agreement, dated as
of October 1, 2005 (as from time to time amended, supplemented or otherwise
modified and in effect, the "Sale and Servicing Agreement"), by and among the
Trust, the Depositor, and USAA Federal Savings Bank, as seller (in such
capacity, the "Seller") and as servicer (in such capacity, the "Servicer");
(vii) payments and proceeds with respect to the Receivables held by the
Servicer; (viii) all property (including the right to receive Liquidation
Proceeds) securing a Receivable (other than a Receivable repurchased by the
Servicer or purchased by the Seller); (ix) rebates of premiums and other amounts
relating to insurance policies and other items financed under the Receivables in
effect as of the Cut-off Date; and (x) all present and future claims, demands,
causes of action and choses in action in respect of any or all of the foregoing
and all payments on or under and all proceeds of every kind and nature
whatsoever in respect of any or all of the foregoing, including all proceeds of
the conversion thereof, voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, insurance proceeds,
condemnation awards, rights to payment of any and every kind and other forms of
obligations and receivables, instruments and other property which at any time
constitute all or part of or are included in the proceeds of any of the
foregoing. THE RIGHTS OF THE TRUST IN THE FOREGOING PROPERTY OF THE TRUST HAVE
BEEN PLEDGED TO THE INDENTURE TRUSTEE TO SECURE THE PAYMENT OF THE NOTES.

         Under the Trust Agreement, there will be distributed on the 15th day of
each month, or if such 15th day is not a Business Day, the next Business Day
(each, a "Payment Date"), commencing November 15, 2005 (provided, however, if
any Class A-1 Notes are Outstanding




                                     A-2
<PAGE>

after the Payment Date in October 2006, Payment Date shall also mean, in
the context of the date for final payment of the Class A-1 Notes and the
Interest Period for the Class A-1 Notes from the October 2006 Payment Date to
but excluding such final payment date, the Special Payment Date) to the Person
in whose name this Certificate is registered at the close of business on the
last day of the preceding month (the "Record Date") such Certificateholder's
percentage interest in the amount to be distributed to Class B
Certificateholders on such Payment Date pursuant to the Trust Agreement.
Following the occurrence and during the continuation of certain events of
default under the Indenture which result in an acceleration of the Notes, no
distributions or interest will be made on the Certificates until all principal
and interest on the Notes has been paid in full.

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

         It is the intent of the Depositor, the Servicer and the
Certificateholders that, for purposes of federal income, state and local income
and franchise tax and any other income taxes, the Trust will be treated as a
partnership, the Certificateholders (including the Depositor) will be treated as
partners in that partnership, and the payments to the Certificateholders at the
Class B Rate (and for the Closing Date, any excess of the aggregate Initial
Certificate Balance of the Certificates over their aggregate issue price) will
be treated as "guaranteed payments," within the meaning of Section 707(c) of the
Code. The Depositor and the other Certificateholders by acceptance of a
Certificate, each agrees to such treatment and each agrees to take no action
inconsistent with such treatment.

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

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

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




                                     A-3
<PAGE>

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

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



                                     A-4
<PAGE>


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

                                      USAA AUTO OWNER TRUST 2005-3

Dated:  October 20, 2005               By:  Wachovia Bank of Delaware, National
                                            Association
                                            not in its individual capacity
                                            but solely as Owner Trustee



                                       By:
                                          -------------------------------------
                                                     Authorized Officer




                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:  October 20, 2005

                                       Wachovia Bank of Delaware, National
                                       Association

                                       not in its individual capacity
                                       but solely as Owner Trustee



                                       By:
                                          -------------------------------------
                                                     Authorized Officer


                                     A-5
<PAGE>


                            [REVERSE OF CERTIFICATE]

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

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

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

         The Certificates are issuable as registered Certificates without
coupons in denominations of at least $1,000 and in integral multiples of $1,000
in excess thereof (except one Certificate which may be issued in a denomination
other than an integral multiple of $1,000). Certificates are exchangeable for
new Certificates and authorized denominations evidencing the same aggregate
denomination, as requested by the Certificateholder surrendering the same. No
service charge will be made for any such registration of transfer or exchange,
but the Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.

         The Owner Trustee, the Certificate Registrar and any agent of the Owner
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Owner Trustee, the Certificate Registrar or any such agent shall be affected by
any notice to the contrary.




                                     A-6
<PAGE>

         The Certificates may be acquired only by an entity that either: (A) (x)
for the entire period during which such purchaser or transferee holds its
interest in the Certificates, no portion of such purchaser's or transferee's
assets constitutes assets of any "employee benefit plan" within the meaning of
Section 3(3) of ERISA, whether or not subject to Title I of ERISA, including any
U.S. governmental or non-U.S. pension plan, or any "plan" subject to Section
4975 of the Code (each, a "Covered Plan") or (B) (1) the assets used by such
purchaser or transferee to acquire the Certificates (or any interest therein)
constitute assets of an insurance company general account, (2) for the entire
period during which such purchaser or transferee holds its interest in the
Certificates, less than 25% of the assets of such insurance company general
account will constitute "plan assets" of any Covered Plan, (3) neither such
purchaser or transferee nor any affiliate is a Controlling Person of the Trust
and (4) the acquisition and holding of the Certificates by such purchaser or
transferee will satisfy the requirements of PTCE 95-60 and will not constitute a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code or a violation of any applicable Similar Law.

         In addition, the Certificates may not be acquired by or on behalf of a
Person other than (A) a citizen or resident of the United States, (B) a
corporation or partnership organized in or under the laws of the United States,
any state thereof or the District of Columbia, (C) an estate the income of which
is includible in gross income for United States tax purposes, regardless of its
source, (D) a trust with respect to which a U.S. court is able to exercise
primary supervision over the administration of such trust and one or more
Persons meeting the conditions of this paragraph has the authority to control
all substantial decisions of the trust or (E) a Person not described in clauses
(A) through (D) above whose ownership of the Certificates is effectively
connected with such Person's conduct of a trade or business within the United
States (within the meaning of the Code) and who provides the Owner Trustee and
the Depositor with an IRS Form W-8 ECI (and such other certifications,
representations, or opinions of counsel as may be requested by the Owner Trustee
or the Depositor).

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




                                     A-7
<PAGE>


                                  ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

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


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

Attorney to transfer said Certificate on the ______________ books of the
Certificate Registrar, with full power of substitution in the premises.

Dated:___________

                                             */
                                --------------
                              Signature Guaranteed:


                                             */
                                --------------



*/NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.




                                     A-8
<PAGE>


                                    EXHIBIT B

                          FORM OF CERTIFICATE OF TRUST

                             CERTIFICATE OF TRUST OF
                          USAA AUTO OWNER TRUST 2005-3

         This Certificate of Trust of USAA Auto Owner Trust 2005-3 (the
"Trust"), is being duly executed and filed by Wachovia Bank of Delaware,
National Association, a national banking association, as owner trustee (the
"Owner Trustee"), to form a statutory trust under the Delaware Statutory Trust
Act (12 Delaware Code, ss. 3801 et seq.) (the "Act").

         1. Name. The name of the statutory trust formed hereby is USAA Auto
Owner Trust 2005-3.

         2. Owner Trustee. The name and business address of the Owner Trustee is
Wachovia Bank of Delaware, National Association, 300 Delaware Avenue, 9th Floor,
Wilmington, DE 19801, Attention: Corporate Trust Administration.

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

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

                              Wachovia Bank of Delaware, National Association,
                               not in its individual capacity but solely as
                               Owner Trustee

                             By:
                                -----------------------------------------------
                                   Name:
                                   Title:


                                     B-1
<PAGE>

                                   APPENDIX A

                              Definitions and Usage



         (attached to the Sale and Servicing Agreement as Appendix A)














                                 Appendix A-1