Exhibit 4.2



                                                                EXECUTION
                                                                COPY

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                             AMENDED AND RESTATED

                                TRUST AGREEMENT

                                    between

                           USAA FEDERAL SAVINGS BANK

                                 as Depositor

                                      and

                FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION

                               as Owner Trustee



                         Dated as of November 1, 2001


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<PAGE>
<TABLE>
<CAPTION>

                               Table of Contents
                                                                                                              Page
<S>                   <C>                                                                                       <C>
                                                     ARTICLE I
                                               DEFINITIONS AND USAGE

                                                    ARTICLE II
                                             ORGANIZATION OF THE TRUST
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........................................................................3
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.......................................................9
SECTION 3.7.          Access to List of Certificateholders' Names and Addresses...................................9
SECTION 3.8.          Maintenance of Office or Agency.............................................................9
SECTION 3.9.          Appointment of Certificate Paying Agent....................................................10
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......................................................................12

                                                    ARTICLE IV
                                             ACTIONS BY OWNER TRUSTEE
SECTION 4.1.          Prior Notice to Certificateholders with Respect to Certain Matters.........................13
SECTION 4.2.          Action by Certificateholders with Respect to Certain Matters...............................13
SECTION 4.3.          Action by Certificateholders with Respect to Bankruptcy....................................14

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SECTION 4.4.          Restrictions on Certificateholders' Power..................................................14
SECTION 4.5.          Majority Control...........................................................................14

                                                     ARTICLE V
                                    APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
SECTION 5.1.          Establishment of Certificate Distribution Account..........................................14
SECTION 5.2.          Application of Trust Funds.................................................................14
SECTION 5.3.          Method of Payment..........................................................................15
SECTION 5.4.          No Segregation of Monies; No Interest......................................................16
SECTION 5.5.          Accounting  and  Reports  to  Noteholders,   Certificateholders,   Internal  Revenue
                      Service and Others.........................................................................16
SECTION 5.6.          Signature on Returns; Tax Matters Partner..................................................16

                                                    ARTICLE VI
                                       AUTHORITY AND DUTIES OF OWNER TRUSTEE
SECTION 6.1.          General Authority..........................................................................16
SECTION 6.2.          General Duties.............................................................................17
SECTION 6.3.          Action upon Instruction....................................................................17
SECTION 6.4.          No Duties Except as Specified in this Agreement or in Instructions.........................18
SECTION 6.5.          No Action Except Under Specified Documents or Instructions.................................18
SECTION 6.6.          Restrictions...............................................................................19
SECTION 6.7.          Acceptance of Trusts and Duties............................................................19
SECTION 6.8.          Furnishing of Documents....................................................................20
SECTION 6.9.          Representations and Warranties.............................................................20
SECTION 6.10.         Reliance; Advice of Counsel................................................................21
SECTION 6.11.         Not Acting in Individual Capacity..........................................................21
SECTION 6.12.         Owner Trustee Not Liable for Certificates or Receivables...................................21
SECTION 6.13.         Owner Trustee May Own Certificates and Notes...............................................22

                                                    ARTICLE VII
                                    COMPENSATION AND INDEMNITY OF OWNER TRUSTEE
SECTION 7.1.          Owner Trustee's Fees and Expenses..........................................................22
SECTION 7.2.          Indemnification............................................................................22
SECTION 7.3.          Payments to Owner Trustee..................................................................23

                                                   ARTICLE VIII
                                                    TERMINATION
SECTION 8.1.          Termination of Agreement...................................................................23
SECTION 8.2.          Prepayment of Certificates.................................................................24

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                                                    ARTICLE IX
                              SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
SECTION 9.1.          Eligibility Requirements for Owner Trustee.................................................25
SECTION 9.2.          Resignation or Removal of Owner Trustee....................................................26
SECTION 9.3.          Successor Owner Trustee....................................................................26
SECTION 9.4.          Merger or Consolidation of Owner Trustee...................................................27
SECTION 9.5.          Appointment of Co-Trustee or Separate Trustee..............................................27
SECTION 9.6.          Compliance with Business Trust Statute.....................................................29

                                                     ARTICLE X
                                                   MISCELLANEOUS
SECTION 10.1.         Supplements and Amendments.................................................................29
SECTION 10.2.         No Legal Title to Owner Trust Estate in Certificateholders.................................30
SECTION 10.3.         Limitation on Rights of Others.............................................................30
SECTION 10.4.         Notices....................................................................................31
SECTION 10.5.         Severability...............................................................................31
SECTION 10.6.         Separate Counterparts......................................................................31
SECTION 10.7.         Successors and Assigns.....................................................................31
SECTION 10.8.         No Petition................................................................................31
SECTION 10.9.         No Recourse................................................................................31
SECTION 10.10.        Headings...................................................................................32
SECTION 10.11.        Governing Law..............................................................................32


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

APPENDIX A            Definitions and Usage....................................................................AA-1
</TABLE>

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     AMENDED AND RESTATED  TRUST  AGREEMENT,  dated as of November 1, 2001 (as
from time to time amended,  supplemented or otherwise  modified and in effect,
this  "Agreement"),  among USAA FEDERAL  SAVINGS  BANK, a federally  chartered
savings  association,  as Depositor,  having its principal executive office at
10750 McDermott Freeway, San Antonio, TX 78288; and First Union Trust Company,
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
One Rodney Square,  920 King Street, 1st Floor,  Wilmington,  DE 19801 for the
purpose of establishing the USAA Auto Owner Trust 2001-2.

     WHEREAS,  the parties  hereto  intend to amend and restate  that  certain
Trust Agreement,  dated as of November 1, 2001,  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 created hereby shall be known as "USAA Auto
Owner Trust 2001-2",  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:
<PAGE>
          (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,  and to sell the Notes and the
     Certificates upon the written order of the Depositor;

          (iii) in exchange for the Notes and the Certificates, to acquire the
     Receivables  and  funds in the  amount  of the  Reserve  Account  Initial
     Deposit, to pay the organizational,  start-up and transactional  expenses
     of the Trust,  and to pay the balance to the Seller  pursuant to the Sale
     and Servicing Agreement;

          (iv) to pay interest on and principal of the Notes 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  distributions  to the
     Noteholders and 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. The Depositor hereby appoints
the Owner Trustee as trustee of the Trust effective as of the date hereof,  to
have all the rights, powers and duties set forth herein.

     SECTION 2.5. Capital  Contribution of Owner Trust Estate.  As of November
1, 2001, the Depositor sold, assigned,  transferred,  conveyed and set over to
the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt
in trust from the Depositor,  as of such date, of the foregoing  contribution,
which shall  constitute  the initial 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

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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 business trust
under the  Business  Trust  Statute  and that this  Agreement  constitute  the
governing  instrument of such business 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 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
Depositor,  on behalf of 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 the rights,
powers and duties set forth  herein and in the  Business  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  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 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  organized and validly  existing as a federally
chartered  banking  association  in good standing under the laws of the United
States,  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.

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<PAGE>

     (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 corporate action; and the
execution, delivery and performance of this Agreement has been duly authorized
by the Depositor by all necessary corporate action.

     (c) 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   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 (i) do not 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,  its  charter  or
by-laws,  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 and the  Certificateholders and the Depositor will
be treated as partners in that  partnership.  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:

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<PAGE>

          (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,
     (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,  (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 Depositor 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 Depositor or 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 Owner Trust Estate.

     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.

     (b) The  Certificates  shall be executed on behalf of the Trust 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

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<PAGE>

affixed,  authorized to sign on behalf of the Trust,  shall be validly  issued
and  entitled to the  benefits of this  Agreement,  notwithstanding  that such
individuals or any of them shall have ceased to be so authorized  prior to the
authentication  and delivery of such Certificates or did not hold such offices
at the date of authentication and delivery of such Certificates.

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

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

     o    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" for purposes
          of Title I of ERISA and Section 4975 of the Code; and

     o    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"  for  purposes  of Title I of  ERISA  and
          Section  4975 of the Code,  and, at that time,  if no  exemption  or
          exception applies to the continued holding of the Certificates under
          ERISA,  by the end of the next quarter such  insurance  company will
          dispose of the Certificates  then held in its general account by the
          end of the next calendar quarter.

     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,  signed by the  chairman  of the board,  the
president,  any executive vice president,  any vice president,  the secretary,
any  assistant  secretary,  the  treasurer or any  assistant  treasurer 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,  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

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<PAGE>

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:

          (i) It is either:

          (A) not,  and each account (if any) for which it is  purchasing  the
          Certificates  is not (1) an  employee  benefit  plan,  as defined in
          Section  3(3) of ERISA,  that is subject to Title I of ERISA,  (2) a
          plan described in Section  4975(e)(1) of the Code that is subject to
          Section 4975 of the Code,  (3) a  governmental  plan,  as defined in
          Section 3(32) of ERISA,  subject to any federal,  State or local law
          which is, to a material extent, similar to the provisions of Section
          406 of  ERISA or  Section  4975 of the  Code,  (4) an  entity  whose
          underlying  assets  include  plan  assets  by  reason  of  a  plan's
          investment in the entity  (within the meaning of Department of Labor
          Regulation 29 C.F.R. Section 2510.3-101 or otherwise under ERISA) or
          (5) a person  investing  "plan  assets" of any such plan  (including
          without  limitation,  for  purposes of this clause (5), an insurance
          company general account,  but excluding any entity  registered under
          the Investment Company Act of 1940, as amended); or

          (B) an insurance  company acting on behalf of a general  account and
          (1) on the date of  purchase  less  than 25% of the  assets  of such
          general  account (as reasonably  determined by it) constitute  "plan
          assets" for  purposes  of Title I of ERISA and  Section  4975 of the
          Code, (2) the purchase and holding of such Certificates are eligible
          for  exemptive  relief under  Sections  (I) and (III) of  Prohibited
          Transaction Class Exemption 95-60, and (3) the purchaser agrees that
          if, after the purchaser's  initial  acquisition of the Certificates,
          at any time during any calendar quarter 25% or more of the assets of
          such  general  account  (as  reasonably  determined  by it  no  less
          frequently than each calendar quarter)  constitute "plan assets" for
          purposes  of  Title I of ERISA  or  Section  4975 of the Code and no
          exemption or exception from the prohibited transaction rules applies
          to the continued holding of the Certificates under Section 401(c) of
          ERISA and the final regulations  thereunder or under an exemption or
          regulation  issued by the United  States  Department  of Labor under
          ERISA, it will dispose of all Certificates  then held in its general
          account by the end of the next following calendar quarter.

          (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

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<PAGE>

     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 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 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 Certificateholder or his 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

                                      8
<PAGE>

such Certificate shall have 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  and any  Certificate  Paying  Agent may treat the
Person in whose name any  Certificate  shall be registered in the  Certificate
Register  as the  owner  of such  Certificate  for the  purpose  of  receiving
distributions  pursuant to Section 5.2 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 and
the  Depositor,  or to the Indenture  Trustee,  within fifteen (15) days after
receipt by the Owner Trustee of a written  request  therefor from the Servicer
or the  Depositor,  or the Indenture  Trustee,  as the case may be, a list, in
such form as the  requesting  party may reasonably  require,  of the names and
addresses of the  Certificateholders  as of the most recent  Record  Date.  If
three  or more  Certificateholders  or one or  more  holders  of  Certificates
evidencing  not less than 25% of the  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 Registrar or any such office or agency.

                                      9
<PAGE>

     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  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  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
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 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
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

                                      10
<PAGE>

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  principal  of and  interest 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 Securities
     Depository Agreement. Unless and until Definitive Certificates are issued
     to  Certificate  Owners  pursuant to Section 3.13,  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

          (v) 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 of 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,   (ii)  the
Administrator,  at its option,  advises the Owner  Trustee in writing  that it
elects to terminate the book-entry system through the Clearing Agency or (iii)
after  the  occurrence  of an  Event  of

                                      11
<PAGE>

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  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 instructions of the
Clearing Agency.  None of the Issuer,  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 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 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.

     (d) The Depositor 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.

                                      12
<PAGE>

                                  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 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 Business 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   materially   adversely   affects  the  interests  of  any  of  the
Certificateholders; or

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

     SECTION  4.2.  Action  by  Certificateholders  with  Respect  to  Certain
Matters.  The Owner Trustee may not, except upon the occurrence of an Event of
Servicing  Termination  subsequent  to the payment in full of the Notes and in
accordance with the written direction of  Certificateholders  holding not less
than a majority of the 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.

                                      13
<PAGE>

     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 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 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 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
will 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
3.8 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

                                      14
<PAGE>

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 4.9 of the Sale and  Servicing  Agreement  with respect to
such Payment Date.

     (c) In the event  that any  withholding  tax is  imposed  on the  Trust's
payment  (or  allocations  of income) to a  Certificateholder,  such tax shall
reduce  the  amount  otherwise  distributable  to  such  Certificateholder  in
accordance  with this  Section  5.2.  The Owner  Trustee 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 from  contesting  any
such tax in appropriate  proceedings,  and withholding payment of such tax, if
permitted by law, pending the outcome of such proceedings).  The amount of any
withholding tax imposed with respect to a  Certificateholder  shall be treated
as cash  distributed to such  Certificateholder  at the time it is withheld by
the Trust and  remitted to the  appropriate  taxing  authority.  If there is a
possibility  that  withholding  tax is payable with respect to a  distribution
(such as a distribution  to a non-U.S.  Certificateholder),  the Owner Trustee
may, in its sole  discretion,  withhold such amounts in  accordance  with this
paragraph  (c).  In the event that a  Certificateholder  wishes to apply for a
refund  of any such  withholding  tax,  the  Owner  Trustee  shall  reasonably
cooperate  with such  Certificateholder  in making  such claim so long as such
Certificateholder  agrees to reimburse the Owner Trustee for any out-of-pocket
expenses incurred.

     SECTION 5.3. Method of Payment. Subject to Section 8.1(c),  distributions
required to be made to Certificateholders on any Payment Date shall be made to
each  Certificateholder  of record on the preceding Record Date either by wire
transfer,   in   immediately   available   funds,   to  the  account  of  such
Certificateholder  at a bank or other  entity  having  appropriate  facilities
therefor, if (i) such Certificateholder shall have provided to the 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

                                      15
<PAGE>

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 Depositor
shall prepare (or cause to be prepared) and sign, on behalf of the Trust,  the
tax returns of the Trust.

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

                                  ARTICLE VI

                     AUTHORITY AND DUTIES OF OWNER TRUSTEE

     SECTION 6.1.  General  Authority.  The Owner  Trustee is  authorized  and
directed to execute and deliver on behalf of the 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

                                      16
<PAGE>

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  $191,000,000,  (ii) Class A-2 Notes in the aggregate  principal  amount of
$166,000,000,  (iii)  Class A-3  Notes in the  aggregate  principal  amount of
$249,000,000  and (iv) Class A-4 Notes in the  aggregate  principal  amount of
$91,125,000.  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 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

                                      17
<PAGE>

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. 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 against,  the Bank 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

                                      18
<PAGE>

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 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;

          (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
     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

                                      19
<PAGE>

     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 Servicer under the Sale and Servicing
     Agreement or the Indenture Trustee under the Indenture; 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.

          (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.

                                      20
<PAGE>

          (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 the  determination of which is not specifically  prescribed  herein,
the Owner Trustee may for all purposes hereof rely on a certificate, signed by
the president or any vice  president or by the  treasurer 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,  First Union Trust
Company,  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 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

                                      21
<PAGE>

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.  First Union
Trust Company, 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 Owner Trustee shall
receive as  compensation  for its  services  hereunder  such fees as have been
separately  agreed upon before the date hereof  between the  Depositor and the
Owner  Trustee,  and the Owner Trustee shall be entitled to and  reimbursed by
the  Depositor  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.  Such  amounts  shall be treated  for tax  purposes  as having been
contributed  to the  Trust by the  Depositor  and the tax  deduction  for such
amounts shall be allocated to the Depositor.

     SECTION  7.2.  Indemnification.  The  Depositor  shall be liable as prime
obligor  for,  and shall  indemnify  the  Owner  Trustee  and its  successors,
assigns,  agents and servants  (collectively,  the "Indemnified Parties") from
and against, any and all liabilities,  obligations,  losses,  damages,  taxes,
claims,  actions and suits,  and any and all  reasonable  costs,  expenses and
disbursements  (including  reasonable legal fees and expenses) of any kind and
nature whatsoever (collectively,  "Expenses") which may at any time be imposed
on,  incurred  by, or asserted  against the Owner

                                      22
<PAGE>

Trustee or any Indemnified Party in any way relating to or arising out of this
Agreement,   the  other  Basic   Documents,   the  Owner  Trust  Estate,   the
administration  of the Owner  Trust  Estate or the action or  inaction  of the
Owner Trustee  hereunder;  provided that the Depositor shall not be liable for
or required  to  indemnify  an  Indemnified  Party from and  against  Expenses
arising or resulting from (i) the Indemnified  Party's own willful misconduct,
bad faith or  negligence,  or (ii) the  inaccuracy  of any  representation  or
warranty contained in Section 6.9 expressly made by the Indemnified Party. The
indemnities  contained in this Section 7.2 shall  survive the  resignation  or
termination of the Owner Trustee or the termination of this Agreement.  In the
event of any claim,  action or proceeding  for which  indemnity will be sought
pursuant to this  Section  7.2, the Owner  Trustee's  choice of legal  counsel
shall be subject to the approval of the Depositor, which approval shall not be
unreasonably withheld.

     SECTION  7.3.  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

     SECTION 8.1. Termination of Agreement. (a) This Agreement (other than the
provisions  of Article  VII)  shall  terminate  and be of no further  force or
effect and the Trust  shall wind up and  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 or (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 and Article V. 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 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  Business  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  termination 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  termination  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

                                      23
<PAGE>

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 Business 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
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(c) of the Business Trust Statute.

     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

                                      24
<PAGE>

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  Price for any
period after the date to which accrued  interest is calculated for purposes of
calculating the Prepayment Price.  Following payment in full of the Prepayment
Price, this Agreement and the Trust shall terminate.

                                  ARTICLE IX

            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

     SECTION 9.1.  Eligibility  Requirements for Owner Trustee.  (a) The Owner
Trustee  shall at all times (i) be  authorized  to  exercise  corporate  trust
powers;  (ii) have 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

                                      25
<PAGE>

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 Business 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.

     (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  Business  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

                                      26
<PAGE>

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  Indenture  Trustee,  the
Noteholders and the Rating Agencies.  If the Administrator  shall fail to mail
such notice within ten (10) after  acceptance of  appointment by the successor
Owner  Trustee,  the  successor  Owner  Trustee  shall cause such notice to be
mailed at the expense of the 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.

     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 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

                                      27
<PAGE>

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.

     (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.

                                      28
<PAGE>

     SECTION 9.6.  Compliance  with Business  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 Business
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,  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,  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) will not cause the Trust to be taxable as a corporation for federal or any
Applicable Tax State income or franchise tax purposes.

                                      29
<PAGE>

     (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.
The  Certificateholders  shall not 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.

                                      30
<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 Federal Savings Bank 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 the  Certificateholder  receives  such
notice.

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

     SECTION 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),  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 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
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 Seller, the Servicer, the Administrator, the
Owner Trustee, the Indenture Trustee or any Affiliate thereof, and no recourse

                                      31
<PAGE>

may be had against  such parties or their  assets,  except as may be expressly
set forth or  contemplated in this  Agreement,  the  Certificates or the other
Basic Documents.

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

     SECTION  10.11.  Governing  Law.  This  Agreement  shall be  construed in
accordance with the laws of the State of Delaware and the obligations,  rights
and remedies of the parties  hereunder  shall be determined in accordance with
such laws.

                                      32
<PAGE>

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

                             USAA Federal Savings Bank,
                             as Depositor


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

                             FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,
                             as Owner Trustee


                                  By:  /s/ Edward L. Truitt, Jr.
                                       Name: Edward L. Truitt, Jr.
                                       Title:   Vice President

                                      33
<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  AMOUNT OF THIS  CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF.

NUMBER                                                     $
B-__                                                       CUSIP NO. 903278 AQ2

                         USAA AUTO OWNER TRUST 2001-2

                    CLASS B 4.38% 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 Federal Savings Bank 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 principal amount of nonassessable,  fully-paid Class B
4.38% Asset Backed  Certificates of USAA Auto Owner Trust 2001-2 (the "Trust")
formed by USAA Federal Savings Bank, a federally chartered savings association
(the "Depositor").

     The  Trust  is  governed  pursuant  to  an  Amended  and  Restated  Trust
Agreement,  dated  as of  November  1,  2001 (as  from  time to time  amended,
supplemented  or  otherwise  modified and in effect,  the "Trust  Agreement"),
between the Depositor and First Union Trust Company, National Association, not
in its individual  capacity but solely as owner trustee (the "Owner Trustee"),
a

                                     A-1
<PAGE>

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 4.38%  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  November  1,  2001 (as  from  time to time  amended,
supplemented or otherwise  modified and in effect,  the "Indenture"),  between
the Trust and JPMorgan Chase Bank, as indenture trustee (in such capacity, the
"Indenture  Trustee"),  are the Notes  designated  as "Class A-1 1.9825% Asset
Backed Notes",  "Class A-2 2.42% Asset Backed  Notes",  "Class A-3 3.20% Asset
Backed  Notes" and "Class A-4 3.91% 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
from claims on certain  physical  damage,  credit life,  credit  disability or
other insurance policies, if any, 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 November 1, 2001 (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,  as seller (in
such capacity, the "Seller"),  and USAA Federal Savings Bank, as servicer (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) any
and all proceeds 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 December 17, 2001, 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
has resulted in an acceleration of the Notes, no distributions of principal 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  IN RESPECT OF THIS CERTIFICATE ARE SUBORDINATED TO THE
RIGHTS OF THE  NOTEHOLDERS  AS DESCRIBED IN THE

                                     A-2
<PAGE>

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
franchise and income tax and any other income taxes, the Trust will be treated
as a partnership and the Certificateholders  (including the Depositor) will be
treated  as  partners  in  that  partnership.  The  Depositor  and  the  other
Certificateholders  by acceptance of a Certificate agree to treat, and to take
no action  inconsistent  with the treatment of, the  Certificates for such tax
purposes as partnership interests in the Trust.

     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.

     Unless the certificate of authentication  hereon shall have been executed
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-3
<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 2001-2

   Dated:                           By:  First Union Trust Company, 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:                            By:  First Union Trust Company, National
                                          Association not in its individual
                                          capacity but solely as Owner Trustee


                                    By:
                                                 Authorized Officer


                                     A-4
<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 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.  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-5
<PAGE>

     The  Certificates  may be acquired only by an entity that is either:  (a)
not, and each account (if any) for which it is purchasing the  Certificates is
not (i) an employee  benefit  plan (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended  ("ERISA")) that is subject
to Title I of  ERISA,  (ii) a plan  described  in  Section  4975(e)(1)  of the
Internal  Revenue Code of 1986,  as amended (the  "Code"),  that is subject to
Section 4975 of the Code,  (iii) a  governmental  plan,  as defined in Section
3(32) of  ERISA,  subject  to any  federal,  State or local law which is, to a
material extent,  similar to the provisions of Section 406 of ERISA or Section
4975 of the Code, (iv) an entity whose  underlying  assets include plan assets
by  reason  of a plan's  investment  in the  entity  (within  the  meaning  of
Department of Labor  Regulation 29 C.F.R.  ss.  2510.3-101 or otherwise  under
ERISA) or (v) a person  investing  "plan  assets" of any such plan  (including
without  limitation,  for  purposes of this clause (v), an  insurance  company
general  account,  but excluding any entity  registered  under the  Investment
Company Act of 1940, as amended); or (b) an insurance company acting on behalf
of a  general  account  and (i) on the date of  purchase  less than 25% of the
assets of such general  account (as  reasonably  determined by it)  constitute
"plan  assets" for  purposes of Title I of ERISA and Section 4975 of the Code,
(ii) the purchase and holding of such  Certificates are eligible for exemptive
relief under Sections (I) and (III) of Prohibited  Transaction Class Exemption
95-60, and (iii) the purchaser  agrees that if, after the purchaser's  initial
acquisition of the  Certificates,  at any time during any calendar quarter 25%
or more of the assets of such general account (as reasonably  determined by it
no less frequently than each calendar  quarter)  constitute  "plan assets" for
purposes of Title I of ERISA or Section  4975 of the Code and no  exemption or
exception  from the  prohibited  transaction  rules  applies to the  continued
holding  of the  Certificates  under  Section  401(c)  of ERISA  and the final
regulations  thereunder  or under an  exemption  or  regulation  issued by the
United  States  Department  of  Labor  under  ERISA,  it will  dispose  of all
Certificates then held in its general account by the end of the next following
calendar quarter.

     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 obligations and  responsibilities  created by the Trust Agreement and
the Trust  created  thereby  shall  terminate  (i) upon the  maturity or other
liquidation  of the  last  remaining  Receivable  and the  disposition  of any
amounts received upon such maturity or liquidation or (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,  and upon such  termination 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

                                     A-6
<PAGE>

in the Sale and Servicing Agreement,  and such purchase of the Receivables and
other property of the Trust will effect 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 5% 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 2001-2

     This  Certificate of Trust of USAA Auto Owner Trust 2001-2 (the "Trust"),
dated as of November 5, 2001,  is being duly executed and filed by First Union
Trust Company, National Association, a national banking association,  as owner
trustee  (the "Owner  Trustee"),  to form a business  trust under the Delaware
Business Trust Act (12 Delaware Code, ss. 3801 et seq.) (the "Act").

     1. Name.  The name of the business trust formed hereby is USAA Auto Owner
Trust 2001-2.

     2. Owner Trustee.  The name and business  address of the Owner Trustee is
First Union Trust Company,  National Association,  One Rodney Square, 920 King
Street, 1st Floor, Wilmington, DE 19801.

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

     IN WITNESS  WHEREOF,  the  undersigned,  being the sole  trustees  of the
Trust,  have  executed  this  Certificate  of Trust as of the date first above
written in accordance with Section 3811(a)(1) of the Act.

                              First Union Trust Company, National Association,
                                not in its individual capacity but solely as
                                Owner Trustee under a Trust Agreement
                                dated as of November 1, 2001

                              By:
                                      Name:
                                      Title:

                                     B-1
<PAGE>






                                     AA-1
<PAGE>

                                                                     EXECUTION
                                                                          COPY


                                  Appendix A

                             DEFINITIONS AND USAGE

     The following rules of construction and usage shall be applicable to any
agreement or instrument that is governed by this Appendix:

     (a) All terms defined in this Appendix shall have the defined meanings
when used in any agreement or instrument governed hereby and in any
certificate or other document made or delivered pursuant thereto unless
otherwise defined therein.

     (b) As used herein, in any agreement or instrument governed hereby and in
any certificate or other document made or delivered pursuant thereto,
accounting terms not defined in this Appendix or in any such agreement,
instrument, certificate or other document, and accounting terms partly defined
in this Appendix or in any such agreement, instrument, certificate or other
document, to the extent not defined, shall have the respective meanings given
to them under generally accepted accounting principles as in effect on the
date of such agreement or instrument. To the extent that the definitions of
accounting terms in this Appendix or in any such agreement, instrument,
certificate or other document are inconsistent with the meanings of such terms
under generally accepted accounting principles, the definitions contained in
this Appendix or in any such instrument, certificate or other document shall
control.

     The words "hereof," "herein," "hereunder" and words of similar import
when used in an agreement or instrument refer to such agreement or instrument
as a whole and not to any particular provision or subdivision thereof;
references in an agreement or instrument to "Article," "Section" or another
subdivision or to an attachment are, unless the context otherwise requires, to
an article, section or subdivision of or an attachment to such agreement or
instrument; and the term "including" and its variations means "including
without limitation."

     The definitions contained in this Appendix are equally applicable to both
the singular and plural forms of such terms and to the masculine as well as to
the feminine and neuter genders of such terms.

     Any agreement, instrument or statute defined or referred to below or in
any agreement or instrument that is governed by this Appendix means such
agreement or instrument or statute as from time to time amended, modified or
supplemented, including (in the case of agreements or instruments) by waiver
or consent and (in the case of statutes) by succession of comparable successor
statutes and includes (in the case of agreements or instruments) references to
all attachments thereto and instruments incorporated therein. References to a
Person are also to its permitted successors and assigns.

                                  Definitions

     "Accrued Class A Note Interest" shall mean, with respect to any Payment
Date, the sum of the Class A Noteholders' Monthly Accrued Interest for such
Payment Date and the Class A Noteholders' Interest Carryover Shortfall for
such Payment Date.

<Page>
     "Accrued Class B Certificate Interest" shall mean, with respect to any
Payment Date, the sum of the Class B Certificateholders' Monthly Accrued
Interest for such Payment Date and the Class B Certificateholders' Interest
Carryover Shortfall for such Payment Date.

     "Act" shall have the meaning specified in Section 11.3(a) of the
Indenture.

     "Administration Agreement" shall mean the Administration Agreement, dated
as of November 1, 2001, by and among the Administrator, the Issuer and the
Indenture Trustee.

     "Administrator" shall mean the Bank, in its capacity as administrator
under the Administration Agreement, or any successor Administrator thereunder.

     "Advance" shall mean the amount of interest, as of a Determination Date,
which the Servicer is required to advance on the Receivables pursuant to
Section 4.4(a) of the Sale and Servicing Agreement.

     "Affiliate" shall mean, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such
specified Person. For the purposes of this definition, "control" when used
with respect to any Person shall mean the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling"
and "controlled" shall have meanings correlative to the foregoing.

     "Amount Financed" shall mean, with respect to a Receivable, the amount
advanced under the Receivable toward the purchase price of the Financed
Vehicle and any related costs.

     "Annual Percentage Rate" or "APR" of a Receivable shall mean the annual
rate of finance charges stated in the Receivable.

     "Applicable Tax State" shall mean, as of any date of determination, each
State as to which any of the following is then applicable: (a) a State in
which the Owner Trustee maintains its Corporate Trust Office and (b) the State
of Texas.

     "Authenticating Agent" shall have the meaning specified in Section 2.14
of the Indenture or 3.14 of the Trust Agreement, as applicable.

     "Authorized Officer" shall mean, (i) with respect to the Issuer, any
officer within the Corporate Trust Office of the Owner Trustee, including any
vice president, assistant vice president, secretary, assistant secretary or
any other officer of the Owner Trustee customarily performing functions
similar to those performed by any of the above designated officers and, for so
long as the Administration Agreement is in full force and effect, any officer
of the Administrator who is authorized to act for the Administrator in matters
relating to the Issuer and to be acted upon by the Administrator pursuant to
the Administration Agreement; and (ii) with respect to the Indenture Trustee
or the Owner Trustee, any officer within the Corporate Trust Office of the
Indenture Trustee or the Owner Trustee, as the case may be, including any vice
president, assistant vice president, secretary, assistant secretary or any
other officer of the Indenture Trustee or the Owner Trustee, as the case may
be, customarily performing functions similar to those performed by any of the
above designated officers and also, with respect to a

                                      2
<PAGE>

particular matter, any other officer to whom such matter is referred because
of such officer's knowledge of and familiarity with the particular subject and
shall also mean, with respect to the Owner Trustee, any officer of the
Administrator.

     "Available Collections" shall mean, for any Payment Date, the sum of the
following amounts with respect to the Collection Period preceding such Payment
Date: (i) all payments collected with respect to Receivables; (ii) all
Liquidation Proceeds attributable to Receivables which were designated as
Defaulted Receivables in prior Collection Periods in accordance with the
Servicer's customary servicing procedures; (iii) all Advances made by the
Servicer of interest due on the Receivables; (iv) the Purchase Amount received
with respect to each Receivable that became a Purchased Receivable during such
Collection Period; and (v) partial prepayments of any refunded item included
in the principal balance of a Receivable, such as extended warranty protection
plan costs, or physical damage, credit life, disability insurance premiums, or
any partial prepayment which causes a reduction in the Obligor's periodic
payment to an amount below the Scheduled Payment as of the Cut-off Date;
provided however, that in calculating the Available Collections the following
will be excluded: (i) amounts received on any Receivable to the extent that
the Servicer has previously made an unreimbursed Advance on such Receivable
and the amount received exceeds the accrued and unpaid interest on such
Receivable; (ii) amounts received on any of the Receivables to the extent that
the Servicer has previously made an unreimbursed Advance on a Receivable which
is not recoverable from collections on the particular Receivable; (iii) all
payments and proceeds (including Liquidation Proceeds) of any Receivables the
Purchase Amount of which has been included in the Available Funds in a prior
Collection Period; (iv) Liquidation Proceeds with respect to a Receivable
attributable to accrued and unpaid interest thereon (but not including
interest for the then current Collection Period) but only to the extent of any
unreimbursed Advances; and (v) amounts constituting the Supplemental Servicing
Fee.

     "Available Funds" shall mean, for any Payment Date, the sum of the
Available Collections for such Payment Date and the Reserve Account Excess
Amount for such Payment Date.

     "Average Delinquency Ratio" shall mean, for any Payment Date, the average
of the Delinquency Ratios for the preceding three Collection Periods.

     "Average Delinquency Trigger Percentage" shall mean 1.25%.

     "Average Net Loss Ratio" shall mean, for any Payment Date, the average of
the Net Loss Ratios for the preceding three Collection Periods.

     "Average Net Loss Trigger Percentage" shall mean 1.25%.

     "Bank" shall mean USAA Federal Savings Bank, a federally chartered
savings association.

     "Bankruptcy Code" shall mean the United States Bankruptcy Code, 11 U.S.C.
101 et seq., as amended.

                                      3
<PAGE>

     "Basic Documents" shall mean the Certificate of Trust, the Trust
Agreement, the Sale and Servicing Agreement, the Indenture, the Administration
Agreement, the Note Depository Agreement and the other documents and
certificates delivered in connection therewith.

     "Book-Entry Certificate" shall mean, a beneficial interest in any of the
Class B Certificates issued in book-entry form as described in Section 3.2 of
the Trust Agreement.

     "Book-Entry Note" shall mean a beneficial interest in any of the Class
A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes,
in each case issued in book-entry form.

     "Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions or trust companies located in the State of
New York or the State of Texas are authorized or obligated by law, regulation
or executive order to remain closed.

     "Business Trust Statute" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Delaware Code ss. 3801 et seq., as amended.

     "Certificates" shall mean the Class B Certificates.

     "Certificate Balance" shall mean, as the context so requires, (i) with
respect to all the Class B Certificates, an amount equal to, initially, the
Initial Certificate Balance of the Class B Certificates and, thereafter, an
amount equal to the Initial Certificate Balance of the Class B Certificates,
reduced by all amounts distributed to Class B Certificateholders and allocable
to principal or (ii) with respect to any Class B Certificate, an amount equal
to, initially, the initial denomination of such Class B Certificate and,
thereafter, an amount equal to such initial denomination, reduced by all
amounts distributed in respect of such Class B Certificate and allocable to
principal; provided, that, unless all of the Certificates are owned by the
Seller or an Affiliate of the Seller, in determining whether the holders of
Class B Certificates evidencing the requisite portion or percentage of the
Certificate Balance have given any request, demand, authorization, direction,
notice, consent, or waiver hereunder or under any Basic Document, Class B
Certificates owned by the Issuer, any other obligor upon the Class B
Certificates, the Seller, the Servicer or any Affiliate of any of the
foregoing Persons shall be disregarded and deemed to be excluded from the
Certificate Balance except that, in determining whether the Indenture Trustee
and Owner Trustee shall be protected in relying on any such request, demand,
authorization, direction, notice, consent, or waiver, only Class B
Certificates that a Trustee Officer of the Indenture Trustee, if applicable,
and an Authorized Officer of the Owner Trustee with direct responsibility for
the administration of the Trust Agreement, if applicable, knows to be so owned
shall be so disregarded. Class B Certificates so owned that have been pledged
in good faith may be regarded as included in the Certificate Balance if the
pledgee establishes to the satisfaction of the Indenture Trustee or the Owner
Trustee, as applicable, the pledgee's right so to act with respect to such
Class B Certificates and that the pledgee is not the Issuer, any other obligor
upon the Certificates, the Seller, the Servicer or any Affiliate of any of the
foregoing Persons.

     "Certificate Distribution Account" shall mean the account established and
maintained as such pursuant to Section 4.1(c) of the Sale and Servicing
Agreement.

                                      4
<PAGE>

     "Certificate Owner" shall mean, with respect to any Book-Entry
Certificate, the Person who is the beneficial owner of the Book-Entry
Certificate, as reflected on the books of the Clearing Agency or on the books
of a Person maintaining an account with such Clearing Agency (directly as a
Clearing Agency Participant or as an indirect participant, in each case in
accordance with the rules of such Clearing Agency).

     "Certificateholder" or "holder of a Certificate" shall mean a Person in
whose name a Certificate is registered in the Certificate Register.

     "Certificate of Trust" shall mean the Certificate of Trust in the form of
Exhibit B to the Trust Agreement filed for the Trust pursuant to Section
3810(a) of the Business Trust Statute.

     "Certificate Paying Agent" shall mean any paying agent or co-paying agent
appointed pursuant to Section 3.10 of the Trust Agreement and shall initially
be the Owner Trustee.

     "Certificate Pool Factor" shall mean, as of the close of business on the
last day of a Collection Period, a seven-digit decimal figure equal to the
Certificate Balance of the Class B Certificates (after giving effect to any
reductions therein to be made on the immediately following Payment Date)
divided by the Initial Certificate Balance of the Class B Certificates. Each
Certificate Pool Factor will be 1.0000000 as of the Closing Date; thereafter,
each Certificate Pool Factor will decline to reflect reductions in the
Certificate Balance of the Class B Certificates.

     "Certificate Register" and "Certificate Registrar" shall have the
respective meanings specified in Section 3.5 of the Trust Agreement. "Class"
shall mean (i) a class of Notes, which may be the Class A-1 Notes, the Class
A-2 Notes, the Class A-3 Notes or the Class A-4 Notes or (ii) the Class B
Certificates.

     "Class A Notes" shall mean, collectively, the Class A-1 Notes, the Class
A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

     "Class A Noteholders' Interest Carryover Shortfall" shall mean, for any
Payment Date, the excess of the Accrued Class A Note Interest for the
preceding Payment Date over the amount in respect of interest that is actually
paid to Noteholders of Class A Notes on such preceding Payment Date, plus
interest on the amount of interest due but not paid to Noteholders of Class A
Notes on the preceding Payment Date, to the extent permitted by law, at the
respective Note Interest Rates borne by such Class A Notes for the related
Interest Period.

     "Class A Noteholders' Monthly Accrued Interest" shall mean, with respect
to any Payment Date, the aggregate interest accrued for the related Interest
Period on the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and
the Class A-4 Notes. at the respective Note Interest Rate for such Class in
accordance with its terms on the outstanding principal amount of the Notes of
each such Class on the immediately preceding Payment Date or the Closing Date,
as the case may be, after giving effect to all payments of principal to the
holders of the Notes of such Class on or prior to such preceding Payment Date.

                                      5
<PAGE>

     "Class A-1 Final Scheduled Payment Date" shall mean the December 16, 2002
Payment Date.

     "Class A-1 Noteholder" shall mean the Person in whose name a Class A-1
Note is registered on the Note Register.

     "Class A-1 Notes" shall mean the $191,000,000 aggregate initial principal
amount Class A-1 1.9825% Asset Backed Notes issued by the Trust pursuant to
the Indenture, substantially in the form of Exhibit A-1 to the Indenture.

     "Class A-1 Rate" shall mean 1.9825% per annum. Interest with respect to
the Class A-1 Notes shall be computed on the basis of actual days elapsed in
the applicable Interest Period divided by 360 for all purposes of the Basic
Documents.

     "Class A-2 Final Scheduled Payment Date" shall mean the May 17, 2004
Payment Date.

     "Class A-2 Noteholder" shall mean the Person in whose name a Class A-2
Note is registered on the Note Register.

     "Class A-2 Notes" shall mean the $ 166,000,000 aggregate initial
principal amount Class A-2 2.42% Asset Backed Notes issued by the Trust
pursuant to the Indenture, substantially in the form of Exhibit A-2 to the
Indenture.

     "Class A-2 Rate" shall mean 2.42% per annum. Interest with respect to the
Class A-2 Notes shall be computed on the basis of a 360-day year consisting of
twelve 30-day months for all purposes of the Basic Documents.

     "Class A-3 Final Scheduled Payment Date" shall mean the February 15, 2006
Payment Date.

     "Class A-3 Noteholder" shall mean the Person in whose name a Class A-3
Note is registered on the Note Register.

     "Class A-3 Notes" shall mean the $249,000,000 aggregate initial principal
amount Class A-3 3.20% Asset Backed Notes issued by the Trust pursuant to the
Indenture, substantially in the form of Exhibit A-3 to the Indenture.

     "Class A-3 Rate" shall mean 3.20% per annum. Interest with respect to the
Class A-3 Notes shall be computed on the basis of a 360-day year consisting of
twelve 30-day months for all purposes of the Basic Documents.

     "Class A-4 Final Scheduled Payment Date" shall mean the April 16, 2007
Payment Date.

     "Class A-4 Noteholder" shall mean the Person in whose name a Class A-4
Note is registered on the Note Register.

                                      6
<PAGE>

     "Class A-4 Notes" shall mean the $91,125,000 aggregate initial principal
amount Class A-4 3.91% Asset Backed Notes issued by the Trust pursuant to the
Indenture, substantially in the form of Exhibit A-4 to the Indenture.

     "Class A-4 Rate" shall mean 3.91% per annum. Interest with respect to the
Class A-4 Notes shall be computed on the basis of a 360-day year consisting of
twelve 30-day months for all purposes of the Basic Documents.

     "Class B Certificateholder" shall mean the Person in whose name a Class B
Certificate is registered in the Certificate Register.

     "Class B Certificateholders' Interest Carryover Shortfall" shall mean,
with respect to any Payment Date, the excess of the Accrued Class B
Certificate Interest for the preceding Payment Date over the amount in respect
of interest that is actually paid to Class B Certificateholders on such
preceding Payment Date, plus thirty (30) days of interest on such excess, to
the extent permitted by law, at the Class B Rate.

     "Class B Certificateholders' Monthly Accrued Interest" shall mean, with
respect to any Payment Date, thirty (30) days of interest (or, in the case of
the first Payment Date, interest accrued from and including the Closing Date
to but excluding such Payment Date) at the Class B Rate on the Certificate
Balance on the immediately preceding Payment Date or the Closing Date, as the
case may be, after giving effect to all distributions allocable to the
reduction of the Certificate Balance made on or prior to such preceding
Payment Date.

     "Class B Certificates" shall mean the $17,875,027 aggregate initial
principal balance Class B 4.38% Asset Backed Certificates evidencing the
beneficial interest of a Class B Certificateholder in the property of the
Trust, substantially in the form of Exhibit A to the Trust Agreement;
provided, however, that the Owner Trust Estate has been pledged to the
Indenture Trustee to secure payment of the Notes and that the rights of the
Class B Certificateholders to receive distributions on the Class B
Certificates are subordinated to the rights of the Noteholders as described in
the Sale and Servicing Agreement, the Indenture and the Trust Agreement.

     "Class B Final Scheduled Payment Date" shall mean the April 15, 2008
Payment Date.

     "Class B Rate" shall mean 4.38% per annum. Interest with respect to the
Class B Certificates shall be computed on the basis of a 360-day year
consisting of twelve 30-day months for all purposes of the Basic Documents.

     "Clearing Agency" shall mean an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

     "Clearing Agency Participant" shall mean a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with
the Clearing Agency.

     "Closing Date" shall mean November 20, 2001.

                                      7
<PAGE>

     "Code" shall mean the Internal Revenue Code of 1986, as amended, and
Treasury Regulations promulgated thereunder.

     "Collateral" shall have the meaning specified in the Granting Clause of
the Indenture.

     "Collection Account" shall mean the account or accounts established and
maintained as such pursuant to Section 4.1(a) of the Sale and Servicing
Agreement.

     "Collection Period" shall mean, with respect to the first Payment Date,
the period from and including the Cut-off Date to and including November 30,
2001 and, with respect to each subsequent Payment Date, the calendar month
preceding the calendar month in which the Payment Date occurs.

     "Collections" shall mean all amounts collected by the Servicer (from
whatever source) on or with respect to the Receivables.

     "Commission" shall mean the Securities and Exchange Commission.

     "Computer Tape" shall mean the computer tape generated by the Seller
which provides information relating to the Receivables and which was used by
the Seller in selecting the Receivables conveyed to the Trust hereunder.

     "Corporate Trust Office" shall mean, (i) with respect to the Owner
Trustee, the principal corporate trust office of the Owner Trustee located at
One Rodney Square, 920 King Street, 1st Floor, Wilmington, DE 19801 or at such
other address as the Owner Trustee may designate from time to time by notice
to the Certificateholders and the Depositor, or the principal corporate trust
office of any successor Owner Trustee (the address of which the successor
Owner Trustee will notify the Certificateholders and the Depositor); and (ii)
with respect to the Indenture Trustee, the principal corporate trust office of
the Indenture Trustee located at 450 West 33rd Street, 14th Floor, New York,
New York 10001, or at such other address as the Indenture Trustee may
designate from time to time by notice to the Noteholders and the Issuer, or
the principal corporate trust office of any successor Indenture Trustee (the
address of which the successor Indenture Trustee will notify the Noteholders
and the Issuer).

     "Cut-off Date" shall mean November 1, 2001.

     "Default" shall mean any occurrence that is, or with notice or the lapse
of time or both would become, an Event of Default.

     "Defaulted Receivable" shall mean a Receivable (i) that the Servicer
determines is unlikely to be paid in full or (ii) with respect to which at
least 5% of a Scheduled Payment is 120 or more days delinquent as of the end
of a calendar month.

     "Definitive Certificates" shall have the meaning specified in Section
3.12 of the Trust Agreement.

     "Definitive Notes" shall have the meaning specified in Section 2.11 of
the Indenture.

                                      8
<PAGE>

     "Delinquency Ratio" shall mean, for any Collection Period, the ratio,
expressed as a percentage, of (a) the Principal Balance of all outstanding
Receivables other than Purchased Receivables and Receivables that are 60 or
more days delinquent as of the end of such Collection Period, determined in
accordance with the Servicer's customary practices, or Receivables as to which
the related Financial Vehicle has been repossessed but not sold, to (b) the
Pool Balance as of the last day of such Collection Period.

     "Depositor" shall mean the Seller in its capacity as Depositor under the
Trust Agreement.

     "Determination Date" shall mean, with respect to any Collection Period,
the second Business Day immediately preceding the Payment Date following such
Collection Period.

     "Eligible Deposit Account" shall mean either (i) a segregated account
with an Eligible Institution or (ii) a segregated trust account with the
corporate trust department of a depository institution organized under the
laws of the U.S. or any one of the states thereof or the District of Columbia
(or any domestic branch of a foreign bank), having corporate trust powers and
acting as trustee for funds deposited in such account, so long as any of the
securities of such depository institution have a credit rating from each
Rating Agency in one of its generic rating categories which signifies
investment grade.

     "Eligible Institution" shall mean either (i) the corporate trust
department of the Indenture Trustee or the related Trustee, as applicable; or
(ii) a depository institution organized under the laws of the U.S. or any one
of the states thereof or the District of Columbia (or any domestic branch of a
foreign bank), (1) which has either (A) a long-term unsecured debt rating of
at least "AA-" by Standard & Poor's and "Baa3" by Moody's or (B) a short-term
unsecured debt rating or certificate of deposit rating of "A-1+" by Standard &
Poor' and "P-1" by Moody's and (2) whose deposits are insured by the FDIC.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

     "Event of Default" shall have the meaning specified in Section 5.1 of the
Indenture.

     "Event of Servicing Termination" shall mean an event specified in Section
7.1 of the Sale and Servicing Agreement.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     "Executive Officer" shall mean, with respect to any corporation, the
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, Executive Vice President, any Vice President, the Secretary or the
Treasurer of such corporation and, with respect to any partnership, any
general partner thereof.

     "Expenses" shall have the meaning assigned to such term in Section 7.2 of
the Trust Agreement.

     "Final Scheduled Payment Date" shall mean, with respect to (i) the Class
A-1 Notes, the Class A-1 Final Scheduled Payment Date, (ii) the Class A-2
Notes, the Class A-2 Final

                                      9
<PAGE>

Scheduled Payment Date, (iii) the Class A-3 Notes, the Class A-3 Final
Scheduled Payment Date, (iv) the Class A-4 Notes, the Class A-4 Final
Scheduled Payment Date, and (v) the Class B Certificates, the Class B Final
Scheduled Payment Date.

     "Financed Vehicle" shall mean a new or used automobile or light-duty
truck, together with all accessions thereto, securing an Obligor's
indebtedness under the respective Receivable.

     "Grant" shall mean to mortgage, pledge, bargain, sell, warrant, alienate,
remise, release, convey, assign, transfer, create, and to grant a lien upon
and a security interest in and right of set-off against, and to deposit, set
over and confirm pursuant to the Indenture. A Grant of the Collateral or of
any other agreement or instrument shall include all rights, powers and options
(but none of the obligations) of the granting party thereunder, including the
immediate and continuing right to claim for, collect, receive and give receipt
for principal and interest payments in respect of the Collateral and all other
monies payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights
and options, to bring Proceedings in the name of the granting party or
otherwise, and generally to do and receive anything that the granting party is
or may be entitled to do or receive thereunder or with respect thereto.

     "Indemnified Parties" shall have the meaning assigned to such term in
Section 7.2 of the Trust Agreement.

     "Indenture" shall mean the Indenture, dated as of November 1, 2001, by
and between the Trust and the Indenture Trustee.

     "Indenture Trustee" shall mean JPMorgan Chase Bank, a New York banking
corporation, not in its individual capacity but solely as Indenture Trustee
under the Indenture, or any successor Indenture Trustee under the Indenture.

     "Indenture Trust Estate" shall mean all money, instruments, rights and
other property that are subject or intended to be subject to the lien and
security interest of Indenture for the benefit of the Noteholders (including,
without limitation, all property and interests Granted to the Indenture
Trustee), including all proceeds thereof.

     "Independent" shall mean, when used with respect to any specified Person,
that such Person (a) is in fact independent of the Issuer, any other obligor
on the Notes, the Seller and any Affiliate of any of the foregoing Persons,
(b) does not have any direct financial interest or any material indirect
financial interest in the Issuer, any such other obligor, the Seller or any
Affiliate of any of the foregoing Persons and (c) is not connected with the
Issuer, any such other obligor, the Seller or any Affiliate of any of the
foregoing Persons as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.

     "Independent Certificate" shall mean a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1 of the
Indenture, made by an Independent appraiser or other expert appointed by an
Issuer Order and approved by the Indenture Trustee in the exercise of
reasonable care, and such opinion or certificate shall state that the signer
has read

                                      10
<PAGE>

the definition of "Independent" in the Indenture and that the signer
is Independent within the meaning thereof.

     "Initial Certificate Balance" shall mean $17,875,027.

     "Initial Pool Balance" shall mean $715,000,027.

     "Insolvency Event" shall mean, with respect to any Person, (i) the making
of a general assignment for the benefit of creditors, (ii) the filing of a
voluntary petition in bankruptcy, (iii) being adjudged a bankrupt or
insolvent, or having had entered against such Person an order for relief in
any bankruptcy or insolvency proceeding, (iv) the filing by such Person of a
petition or answer seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any statute,
law or regulation, (v) the filing by such Person of an answer or other
pleading admitting or failing to contest the material allegations of a
petition filed against such Person in any proceeding specified in (vii) below,
(vi) seeking, consent to or acquiescing in the appointment of a trustee,
receiver or liquidator of such Person or of all or any substantial part of the
assets of such Person or (vii) the failure to obtain dismissal within 60 days
of the commencement of any proceeding against such Person seeking
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any statute, law or regulation, or the
entry of any order appointing a trustee, liquidator or receiver of such Person
or of such Person's assets or any substantial portion thereof.

     "Interest Period" shall mean, with respect to any Payment Date (i) with
respect to the Class A-1 Notes, from and including the Closing Date (in the
case of the first Payment Date) or from and including the most recent Payment
Date on which interest has been paid to but excluding the following Payment
Date and (ii) with respect to each Class of Notes other than the Class A-1
Notes, from and including the Closing Date (in the case of the first Payment
Date) or from and including the 15th day of the calendar month preceding each
Payment Date to but excluding the 15th day of the calendar month of such
Payment Date.

     "IRS" shall mean the Internal Revenue Service.

     "Issuer" shall mean the Trust unless a successor replaces it and,
thereafter, shall mean the successor.

     "Issuer Order" and "Issuer Request" shall mean a written order or request
signed in the name of the Issuer by any one of its Authorized Officers and
delivered to the Indenture Trustee.

     "Lien" shall mean a security interest, lien, charge, pledge, equity, or
encumbrance of any kind other than, in respect of a Receivable, tax liens,
mechanics' liens, and any liens which attach to the respective Receivable by
operation of law.

     "Liquidation Proceeds" shall mean with respect to any Receivable (a)
insurance proceeds received by the Servicer and (b) monies collected by the
Servicer from whatever source, including but not limited to proceeds of
Financed Vehicles after repossession, on a Defaulted Receivable, net of any
payments required by law to be remitted to the Obligor.

                                      11
<PAGE>

     "Monthly Remittance Condition" shall mean either (a) the Servicer obtains
a short-term certificate of deposit rating of the Servicer from Standard &
Poor's and Moody's of A-1+ and P-1, respectively, or (b) the Servicer provides
the Indenture Trustee with a letter from each Rating Agency to the effect that
the current ratings assigned to the Securities by such Rating Agency will not
be adversely affected by the remittance of Collections on a monthly, rather
than a daily, basis.

     "Moody's" shall mean Moody's Investors Service, Inc. or its successor in
interest.

     "Net Loss Ratio" shall mean, for any Collection Period, the ratio,
expressed as an annualized percentage, of (a) Realized Losses minus Recoveries
for such Collection Period, to (b) the average of the Pool Balances on the
first day of such Collection Period and the last day of such Collection
Period.

     "Noteholder" or "holder of a Note" shall mean the Person in whose name a
Note is registered on the Note Register.

     "Note Interest Rate" shall mean the Class A-1 Rate, the Class A-2 Rate,
the Class A-3 Rate or the Class A-4 Rate, as applicable.

     "Note Owner" shall mean, with respect to any Book-Entry Note, the Person
who is the beneficial owner of such Book-Entry Note, as reflected on the books
of the Clearing Agency or on the books of a Person maintaining an account with
such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such
Clearing Agency).

     "Note Paying Agent" shall mean the Indenture Trustee or any other Person
that meets the eligibility standards for the Indenture Trustee specified in
Section 6.11 of the Indenture and is authorized by the Issuer to make payments
to and distributions from the Collection Account (including the Principal
Distribution Account), including payment of principal of or interest on the
Notes on behalf of the Issuer.

     "Note Pool Factor" shall mean, with respect to each Class of Notes as of
the close of business on the last day of a Collection Period, a seven-digit
decimal figure equal to the outstanding principal balance of such Class of
Notes (after giving effect to any reductions thereof to be made on the
immediately following Payment Date) divided by the original outstanding
principal balance of such Class of Notes. The Note Pool Factor will be
1.0000000 as of the Closing Date; thereafter, the Note Pool Factor will
decline to reflect reductions in the outstanding principal amount of such
Class of Notes.

     "Note Register" and "Note Registrar" shall have the respective meanings
specified in Section 2.5 of the Indenture.

     "Notes" shall mean the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes, collectively.

     "Obligor" on a Receivable shall mean the purchaser or co-purchasers of
the Financed Vehicle or any other Person who owes payments under the
Receivable.

                                      12
<PAGE>

     "Officer's Certificate" shall mean (i) with respect to the Trust, a
certificate signed by any Authorized Officer of the Trust and (ii) with
respect to the Seller or the Servicer, a certificate signed by the chairman of
the board, the president, any executive or senior vice president, any vice
president, the treasurer or the controller of the Seller or the Servicer, as
applicable.

     "Opinion of Counsel" shall mean a written opinion of counsel which
counsel shall be acceptable to the Indenture Trustee, the Owner Trustee or the
Rating Agencies, as applicable.

     "Optional Purchase Percentage" shall mean 5%.

     "Outstanding" shall mean with respect to the Securities, as of the date
of determination, all Securities theretofore authenticated and delivered under
the Indenture or the Trust Agreement, as applicable, except:

                    (a) Securities theretofore (i) cancelled by the Note
               Registrar or the Certificate Registrar, as applicable, or (ii)
               delivered to the Note Registrar or the Certificate Registrar,
               as applicable, for cancellation;

                    (b) Securities or portions thereof the payment for which
               money in the necessary amount has been theretofore deposited
               with (i)in the case of the Notes, the Indenture Trustee or any
               Note Paying Agent in trust for the Noteholders of such Notes
               (provided, however, that if such Notes are to be prepaid,
               notice of such prepayment has been duly given pursuant to the
               Indenture or provision for such notice has been made,
               satisfactory to the Indenture Trustee) or (ii) in the case of
               the Certificates, the Owner Trustee or any Certificate Paying
               Agent in trust for the Certificateholders of such Certificates
               (provided, however, that if such Certificates are to be
               prepaid, notice of such prepayment has been duly given pursuant
               to the Trust Agreement or provision for such notice has been
               made, satisfactory to the Owner Trustee); and

                    (c) Securities in exchange for or in lieu of which other
               Securities have been authenticated and delivered pursuant to
               the Indenture or the Trust Agreement, as applicable, unless
               proof satisfactory to the Indenture Trustee or the Owner
               Trustee, as applicable, is presented that any such Securities
               are held by a protected purchaser;

provided, that in determining whether the holders of Notes or Certificates
evidencing the requisite principal amount of the Notes Outstanding or
Certificates Outstanding have given any request, demand, authorization,
direction, notice, consent, or waiver under any Basic Document, Securities
owned by the Issuer, any other obligor upon the Securities, the Seller, the
Servicer or any Affiliate of any of the foregoing Persons shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the
Indenture Trustee or Owner Trustee, as applicable, shall be protected in
relying on any such request, demand, authorization, direction, notice,
consent, or waiver, only (i) Notes that a Responsible Officer of the Indenture
Trustee knows to be so owned and (ii) Certificates that a Responsible Officer
of the Owner Trustee knows to be so owned, shall be so disregarded; provided,
however, if the Issuer, any other obligor upon the Securities, the Seller, the
Servicer or any Affiliate of any of the foregoing

                                      13
<PAGE>

Persons owns an entire Class of Securities, such Securities shall be deemed to
be Outstanding. Notes owned by the Issuer, any other obligor upon the Notes,
the Seller, the Servicer or any Affiliate of any of the foregoing Persons that
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Indenture Trustee the pledgee's right
so to act with respect to such Notes and that the pledgee is not the Issuer,
any other obligor upon the Notes, the Seller, the Servicer or any Affiliate of
any of the foregoing Persons. Certificates owned by the Issuer, any other
obligor upon the Certificates, the Seller, the Servicer or any Affiliate of
any of the foregoing Persons that have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Owner Trustee the pledgee's right so to act with respect to such Certificates
and that the pledgee is not the Issuer, any other obligor upon the
Certificates, the Seller, the Servicer or any Affiliate of any of the
foregoing Persons.

     "Outstanding Advances" on the Receivables shall mean the sum, as of the
close of business on the last day of a Collection Period, of all Advances as
reduced as provided in Section 4.4(a) of the Sale and Servicing Agreement.

     "Owner Trustee" shall mean First Union Trust Company, National
Association, a national banking association, not in its individual capacity
but solely as Owner Trustee under the Trust Agreement, or any successor Owner
Trustee under the Trust Agreement.

     "Owner Trust Estate" shall mean all right, title and interest of the
Trust in, to and under the property and rights assigned to the Trust pursuant
to Article II of the Sale and Servicing Agreement.

     "Payment Date" shall mean the fifteenth (15th) day of each calendar month
or, if such day is not a Business Day, the next succeeding Business Day.

     "Permitted Investments" shall mean, on any date of determination,
book-entry securities, negotiable instruments or securities represented by
instruments in bearer or registered form with maturities not exceeding the
Business Day preceding the next Payment Date which evidence:

                    (a) direct non-callable obligations of, and obligations
               fully guaranteed as to timely payment by, the United States of
               America;

                    (b) demand deposits, time deposits or certificates of
               deposit of any depository institution or trust company
               incorporated under the laws of the United States of America or
               any state thereof (or any domestic branch of a foreign bank)
               and subject to supervision and examination by Federal or State
               banking or depository institution authorities; provided,
               however, that at the time of the investment or contractual
               commitment to invest therein, the commercial paper or other
               short-term unsecured debt obligations (other than such
               obligations the rating of which is based on the credit of a
               Person other than such depository institution or trust company)
               thereof shall have a credit rating from each of the Rating
               Agencies in the highest investment category granted thereby;

                                      14
<PAGE>

                    (c) commercial paper having, at the time of the investment
               or contractual commitment to invest therein, a rating from each
               of the Rating Agencies in the highest investment category
               granted thereby;

                    (d) investments in money market funds having a rating from
               each of the Rating Agencies in the highest investment category
               granted thereby (including funds for which the Indenture
               Trustee or the Owner Trustee or any of their respective
               Affiliates is investment manager or advisor);

                    (e) bankers' acceptances issued by any depository
               institution or trust company referred to in clause (b) above;

                    (f) repurchase obligations with respect to any security
               that is a direct non-callable obligation of, or fully
               guaranteed by, the United States of America or any agency or
               instrumentality thereof the obligations of which are backed by
               the full faith and credit of the United States of America, in
               either case entered into with a depository institution or trust
               company (acting as principal) described in clause (b); and

                    (g) any other investment with respect to which the Issuer
               or the Servicer has received written notification from the
               Rating Agencies that the acquisition of such investment as a
               Permitted Investment will not result in a withdrawal or
               downgrading of the ratings on the Notes or the Certificates.

     "Person" shall mean any individual, corporation, estate, partnership,
joint venture, association, joint stock company, trust, unincorporated
organization, or government or any agency or political subdivision thereof.

     "Plan" means an employee benefit plan (as defined in section 3(3) of
ERISA) that is subject to Title I of ERISA, a plan (as defined in section
4975(e)(1) of the Code) and any entity whose underlying assets include plan
assets by reason of a plan's investment in the entity or otherwise.

     "Pool Balance" shall mean on any date of determination, the aggregate
outstanding Principal Balance of the Receivables (exclusive of Purchased
Receivables and Defaulted Receivables) as of such date of determination.

     "Pool Factor" as of the last day of a Collection Period shall mean a
seven-digit decimal figure equal to the Pool Balance at that time divided by
the Initial Pool Balance.

     "Predecessor Note" shall mean, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced
by such particular Note and, for purposes of this definition, any Note
authenticated and delivered under Section 2.6 of the Indenture in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.

     "Prepayment Date" shall mean (i) with respect to a prepayment of the
Certificates pursuant to Section 8.2(a) of the Trust Agreement or a
distribution to Certificateholders pursuant

                                      15
<PAGE>

to Section 8.1(c) of the Trust Agreement, the Payment Date specified by the
Owner Trustee pursuant to said Section 8.2(a) or 8.1(c), as applicable, and
(ii) with respect to a prepayment of the Notes pursuant to Section 10.1(a) of
the Indenture, the Payment Date specified by the Servicer pursuant to Section
10.1(a) or (b) of the Indenture, as applicable.

     "Prepayment Price" shall mean (i) in the case of the Certificates, an
amount equal to the Certificate Balance plus accrued and unpaid interest
thereon at the applicable Class B Rate plus interest on any overdue interest
at the applicable Class B Rate (to the extent lawful) to but excluding the
Prepayment Date and (ii) in the case of a Class of Notes to be prepaid, an
amount equal to the unpaid principal amount of such Class of Notes plus
accrued and unpaid interest thereon at the applicable Note Interest Rate plus
interest on any overdue interest at the applicable Note Interest Rate (to the
extent lawful) to but excluding the Prepayment Date.

     "Priority Note Principal Payment" shall mean, for each Payment Date, a
payment of principal equal to the excess, if any, of the aggregate principal
amount of the Class A Notes (before giving effect to any payments on that
Payment Date) over the Pool Balance at the end of the related Collection
Period.

     "Principal Balance" of a Receivable, as of any date of determination,
shall mean the Amount Financed minus that portion of all payments actually
received on or prior to such date allocable to principal.

     "Principal Distribution Account" shall mean the administrative subaccount
of the Collection Account established and maintained as such pursuant to
Section 4.1(b) of the Sale and Servicing Agreement.

     "Proceeding" shall mean any suit in equity, action at law or other
judicial or administrative proceeding.

     "Prospectus" shall have the meaning specified in the Underwriting
Agreement.

     "Purchase Amount" with respect to a Purchased Receivable shall mean the
sum, as of the last day of the preceding Collection Period on which such
Receivable becomes such, of the Principal Balance thereof plus the accrued
interest thereon at the weighted average of the Note Interest Rates and the
Class B Rate.

     "Purchased Receivable" shall mean a Receivable purchased as of the close
of business on the last day of the respective Collection Period by the
Servicer pursuant to Section 3.7 of the Sale and Servicing Agreement or by the
Seller pursuant to Section 2.3 of the Sale and Servicing Agreement.

     "Rating Agency" shall mean each of the nationally recognized statistical
rating organizations designated by the Seller to provide a rating on the Notes
or the Certificates which is then rating such Notes or Certificates. If no
such organization or successor is any longer in existence, "Rating Agency"
shall be a nationally recognized statistical rating organization or other
comparable Person designated by the Seller, notice of which designation shall
be given to the Indenture Trustee, the Owner Trustee and the Servicer.

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     "Rating Agency Condition" shall mean, with respect to any action, that
each of the Rating Agencies shall have notified the Seller, the Servicer, the
Owner Trustee and the Indenture Trustee in writing that such action will not
result in a reduction or withdrawal of the then current rating of the Notes or
the Certificates.

     "Realized Losses" shall mean, for any Collection Period and for each
Receivable that became a Defaulted Receivable during such Collection Period,
the sum of the excess, for each such Receivable, of (i) the Principal Balance
of such Receivable over (ii) Liquidation Proceeds received with respect to
such Receivable during such Collection Period, to the extent allocable to
principal.

     "Receivable" shall mean a motor vehicle installment loan contract listed
on Schedule A to the Sale and Servicing Agreement and all proceeds thereof and
payments thereunder, which Receivable shall not have been released by the
Indenture Trustee and the Owner Trustee from the Trust.

     "Receivable Files" shall mean the documents specified in Section 2.4 of
the Sale and Servicing Agreement.

     "Record Date" shall mean, with respect to any Payment Date or Prepayment
Date and any Book-Entry Security, the close of business on the day prior to
such Payment Date or Prepayment Date or, with respect to any Definitive Note
or Definitive Certificate, the last day of the month preceding the month in
which such Payment Date or Prepayment Date occurs.

     "Recoveries" shall mean, with respect to any Collection Period, all
amounts received by the Servicer with respect to any Defaulted Receivable
during any Collection Period following the Collection Period in which such
Receivable became a Defaulted Receivable, net of any fees, costs and expenses
incurred by the Servicer in connection with the collection of such Receivable
and any payments required by law to be remitted to the Obligor.

     "Registered Noteholder" shall mean the Person in whose name a Note is
registered on the Note Register on the applicable Record Date.

     "Regular Principal Distribution Amount" shall mean, with respect to any
Payment Date, an amount equal to the sum of (i) the Collections on the
Receivables received during the related Collection Period and allocable to
principal and (ii) the aggregate Principal Balance (net of Liquidation
Proceeds received during the related Collection Period applied to principal)
of all Receivables that became designated as Defaulted Receivables in such
Collection Period; provided, however, that the Regular Principal Distribution
Amount shall not exceed the sum of the aggregate outstanding principal amount
of all of the Notes and the Certificate Balance on such Payment Date.

     "Related Agreements" shall have the meaning specified in the recitals to
the Administration Agreement.

     "Representatives" shall mean Deutsche Banc Alex. Brown Inc. and Salomon
Smith Barney Inc., as representatives of the several Underwriters.

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<PAGE>

     "Repurchase Event" shall mean the occurrence of a breach of any of the
Seller's representations and warranties contained in Section 2.2 of the Sale
and Servicing Agreement obligating the Seller to repurchase Receivables
thereunder at the Purchase Amount from the Trust.

     "Required Rating" shall mean a rating on (i) short-term unsecured debt
obligations of P-1 by Moody's and (ii) short-term unsecured debt obligations
of A-1+ by Standard & Poor's; and any requirement that short-term unsecured
debt obligations have the "Required Rating" shall mean that such short-term
unsecured debt obligations have the foregoing required ratings from each of
such Rating Agencies.

     "Reserve Account" shall mean the account established and maintained as
such pursuant to Section 4.7(a) of the Sale and Servicing Agreement.

     "Reserve Account Property" shall have the meaning specified in Section
4.7(a) of the Sale and Servicing Agreement.

     "Reserve Account Excess Amount" shall mean, with respect to any Payment
Date, an amount equal to the excess, if any, of (i) the amount of cash or
other immediately available funds in the Reserve Account on such Payment Date
(prior to giving effect to any withdrawals therefrom relating to such Payment
Date) over (ii) the Specified Reserve Balance with respect to such Payment
Date.

     "Reserve Initial Deposit" shall mean, with respect to the Closing Date,
$3,575,000.14.

     "Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement, dated as of November 1, 2001, by and between the Trust, as issuer,
and the Bank, as seller and servicer.

     "Scheduled Payment" shall mean, for any Collection Period for any
Receivable, the amount indicated in such Receivable as required to be paid by
the Obligor in such Collection Period (without giving effect to deferments of
payments pursuant to Section 3.2 of the Sale and Servicing Agreement or any
rescheduling in any insolvency or similar proceedings).

     "Schedule of Receivables" shall mean the list identifying the Receivables
attached as Schedule A to the Sale and Servicing Agreement and the Indenture
(which list may be in the form of microfiche, disk or other means acceptable
to the Trustee).

     "Secretary of State" shall mean the Secretary of State of the State of
Delaware.

     "Securities" shall mean the Notes and the Certificates, collectively.

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Securities Depository Agreement" shall mean the agreement dated the
Closing Date by and among the Trust, the Indenture Trustee, the Owner Trustee
and The Depository Trust Company, as the initial Clearing Agency, relating to
the Securities.

     "Securityholders" shall mean the Noteholders and the Certificateholders,
collectively.

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     "Seller" shall mean the Bank as the seller of the Receivables under the
Sale and Servicing Agreement, and each successor to the Bank (in the same
capacity) pursuant to Section 5.3 of the Sale and Servicing Agreement.

     "Servicer" shall mean the Bank as the servicer of the Receivables under
the Sale and Servicing Agreement, and each successor to the Bank (in the same
capacity) pursuant to Section 6.3 of the Sale and Servicing Agreement.

     "Servicer's Certificate" shall mean a certificate completed and executed
by the Servicer by the chairman of the board, the president, any executive
vice president, any vice president, the treasurer, any assistant treasurer,
the controller, or any assistant controller of the Servicer pursuant to
Section 3.9 of the Sale and Servicing Agreement.

     "Servicing Fee" shall mean, with respect to a Collection Period, the fee
payable to the Servicer for services rendered during such Collection Period,
which shall be equal to one-twelfth of the Servicing Fee Rate multiplied by
the Pool Balance as of the first day of the Collection Period.

     "Servicing Fee Rate" shall mean 0.5% per annum.

     "Simple Interest Method" shall mean the method of allocating a fixed
level payment to principal and interest, pursuant to which the portion of such
payment that is allocated to interest is equal to the amount accrued from the
date of the preceding payment to the date of the current payment.

     "Specified Reserve Balance" shall mean, with respect to any Payment Date,
the greater of (i) 0.50% of the Initial Pool Balance and (ii) 0.75% of the
Pool Balance at the end of the Collection Period preceding such Payment Date;
provided, however, the Specified Reserve Balance shall be calculated using a
percentage of 0.75% in (i) above and 2.50% in (ii) above, for any Payment Date
on which the Average Net Loss Ratio exceeds the Average Net Loss Trigger
Percentage or the Average Delinquency Ratio exceeds the Average Delinquency
Trigger Percentage; provided, further, however, that such higher percentage
shall remain in effect until the Average Net Loss Ratio and the Average
Delinquency Ratio are equal to or less than 1.25% for at least six consecutive
Collection Periods. Notwithstanding the foregoing, the Specified Reserve
Balance may be reduced to a lesser amount as determined by the Seller if the
Rating Agency Condition is satisfied.

     "Standard & Poor's" shall mean Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. or its successor in interest.

     "State" shall mean any state or commonwealth of the United States of
America, or the District of Columbia.

     "Successor Servicer" shall mean an institution appointed as successor
Servicer pursuant to Section 7.2 of the Sale and Servicing Agreement.

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     "Supplemental Servicing Fee" shall mean, the fee payable to the Servicer
for certain services rendered during the respective Collection Period,
determined pursuant to and defined in Section 3.8 of the Sale and Servicing
Agreement.

     "Total Required Payment" shall mean, with respect to any Payment Date,
the sum of the Servicing Fee and all unpaid Servicing Fees from prior
Collection Periods, the Accrued Class A Note Interest, the Accrued Class B
Certificate Interest and the Regular Principal Distribution Amount; provided,
however, that on any Final Scheduled Payment Date the amount required to be
paid pursuant to Section 4.6(c)(v) of the Sale and Servicing Agreement shall
be included in the Total Required Payment; provided, further, that following
the occurrence and during the continuation of an Event of Default, on any
Payment Date until the Payment Date on which the outstanding principal amount
of all the Securities has been paid in full, the Total Required Payment shall
mean the sum of the Servicing Fee and all unpaid Servicing Fees from prior
Collection Periods, the Accrued Class A Note Interest, the Accrued Class B
Certificate Interest and the amount necessary to reduce the outstanding
principal amount of all the Securities to zero.

     "Treasury Regulations" shall mean regulations, including proposed or
temporary regulations, promulgated under the Code. References to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

     "Trust" shall mean USAA Auto Owner Trust 2001-2, a Delaware business
trust governed by the Trust Agreement.

     "Trust Accounts" shall have the meaning specified in Section 4.7(a) of
the Sale and Servicing Agreement.

     "Trust Agreement" shall mean the Amended and Restated Trust Agreement
dated as of November 1, 2001, by and among the Seller, as depositor, and the
Owner Trustee.

     "Trust Indenture Act" or "TIA" shall mean the Trust Indenture Act of
1939, as amended, unless otherwise specifically provided.

     "Trustee Officer" shall mean, with respect to the Indenture Trustee, any
officer within the Corporate Trust Office of the Indenture Trustee with direct
responsibility for the administration of the Indenture and the other Basic
Documents on behalf of the Indenture Trustee and also, with respect to a
particular matter, any other officer to whom such matter is referred because
of such officer's knowledge of and familiarity with the particular subject
and, with respect to the Owner Trustee, any officer within the Corporate Trust
Office of the Owner Trustee with direct responsibility for the administration
of the Trust Agreement and the other Basic Documents on behalf of the Owner
Trustee.

     "Trust Property" shall mean, collectively, (i) the Receivables; (ii)
monies received thereunder on or after the Cut-off Date; (iii) the security
interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Issuer in the Financed Vehicles;
(iv) rights to receive proceeds with respect to the Receivables from claims on
any theft, physical damage, credit life, credit disability, or other insurance
policies covering Financed Vehicles or Obligors; (v) all of the Seller's
rights to the Receivable Files; (vi) the Trust

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Accounts, the Certificate Interest Distribution Account, the Certificate
Principal Distribution Account and all amounts, securities, investments,
investment property and other property deposited in or credited to any of the
foregoing, all security entitlements relating to the foregoing and all
proceeds thereof; (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.

     "UCC" shall mean the Uniform Commercial Code as in effect in any relevant
jurisdiction.

     "Underwriters" shall mean the underwriters named in Schedule I to the
Underwriting Agreement.

     "Underwriting Agreement" shall mean the Underwriting Agreement, dated
November 14, 2001 between the Seller and the Representatives of the several
Underwriters.

     "Underwritten Securities" shall mean the Notes.


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