Common use of Transfer of Certificates Clause in Contracts

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law, and (iv) no purchase or transfer of a Certificate shall cause the Issuer to be required to withhold on the transferee’s distributions as distributive shares of income under Sections 871, 881 or 1446 of the Code, and neither the Owner Trustee nor the Issuer will recognize any purchase or transfer of Certificates giving rise to such withholding; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(1) of the Code) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer will be required to be registered under the Securities Act.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar LawPlan, and (iv) no purchase or transfer of a Certificate shall cause the Issuer to be required to withhold on the transferee’s distributions as distributive shares of income under Sections 871, 881 or 1446 of the Code, and neither the Owner Trustee nor the Issuer will recognize any purchase or transfer of Certificates giving rise to such withholding; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, a Benefit Plan and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar LawPlan. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(1) of the Code) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer will be required to be registered under the Securities Act.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law, and (iv) no purchase or transfer of a Certificate shall cause the Issuer to be required to withhold on the transferee’s distributions as distributive shares of income under Sections 871, 881 or 1446 of the Code, and neither the Owner Trustee nor the Issuer will recognize any purchase or transfer of Certificates giving rise to such withholding; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile 708333927 14443670 5 Amended and Restated Trust Agreement (USAA 2014-1) Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 708333927 14443670 6 Amended and Restated Trust Agreement (USAA 2014-1) direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than a United States person. (g) No transfer will be required to be registered under the Securities Act.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law, and (iv) no purchase or transfer of a Certificate shall cause the Issuer to be required to withhold on the transferee’s distributions as distributive shares of income under Sections 871, 881 or 1446 of the Code, and neither the Owner Trustee nor the Issuer will recognize any purchase or transfer of Certificates giving rise to such withholding; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile 5 Amended and Restated Trust Agreement (USAA 2017-1) Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not anot, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the IssuerIssuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for U.S. federal income tax purposes), a grantor trust or an S Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that is to a Person other than a United States person. (g) No transfer will be required to be registered under the Securities Act. (h) In the event that the Depositor (or an Affiliate of the Depositor that owns any Certificates) intends to transfer any of the Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law, and (iv) no purchase or transfer of a Certificate shall cause the Issuer to be required to withhold on the transferee’s distributions as distributive shares of income under Sections 871, 881 or 1446 of the Code, and neither the Owner Trustee nor the Issuer will recognize any purchase or transfer of Certificates giving rise to such withholding; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not anot, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the IssuerIssuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide the Indenture Trustee with a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for U.S. federal income tax purposes), a grantor trust or an S Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that is to a Person other than a United States person. (g) No transfer will be required to be registered under the Securities Act. (h) In the event that the Depositor (or an Affiliate of the Depositor that owns any Certificates) intends to transfer any of the Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law, and (iv) no purchase or transfer of a Certificate shall cause the Issuer to be required to withhold on the transferee’s distributions as distributive shares of income under Sections 871, 881 or 1446 of the Code, and neither the Owner Trustee nor the Issuer will recognize any purchase or transfer of Certificates giving rise to such withholding; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile 5 Amended and Restated Trust Agreement (USAA 2016-1) Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the IssuerIssuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for U.S. federal income tax purposes), a grantor trust or an S Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than a United States person. (g) No transfer will be required to be registered under the Securities Act.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law, and (iv) no purchase or transfer of a Certificate shall cause the Issuer to be required to withhold on the transferee’s distributions as distributive shares of income under Sections 871, 881 or 1446 of the Code, and neither the Owner Trustee nor the Issuer will recognize any purchase or transfer of Certificates giving rise to such withholding; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not anot, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the IssuerIssuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for U.S. federal income tax purposes), a grantor trust or an S Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that is to a Person other than a United States person. (g) No transfer will be required to be registered under the Securities Act. (h) In the event that the Depositor (or an Affiliate of the Depositor that owns any Certificates) intends to transfer any of the Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar LawPlan, and (iv) no purchase or transfer of a Certificate shall cause the Issuer to be required to withhold on the transferee’s distributions as distributive shares of income under Sections 871, 881 or 1446 of the Code, and neither the Owner Trustee nor the Issuer will recognize any purchase or transfer of Certificates giving rise to such withholding; provided, that the condition set forth in (ii) above 5 Amended and Restated Trust Agreement (USAA 2009-2) will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nomineeAssociation, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code)purposes. By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, a Benefit Plan and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar LawPlan. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 6 Amended and Restated Trust Agreement (USAA 2009-2) direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(1) of the Code) corporation (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer will be required to be registered under the Securities Act.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law, and (iv) no purchase or transfer of a Certificate shall cause the Issuer to be required to withhold on the transferee’s distributions as distributive shares of income under Sections 871, 881 or 1446 of the Code, and neither the Owner Trustee nor the Issuer will recognize any purchase or transfer of Certificates giving rise to such withholding; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not anot, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement 5 Amended and Restated Trust Agreement (USAA 20[ ]-[ ]) arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate Certificateholder does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his such Certificateholder’s attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate Register, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the IssuerIssuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide the Indenture Trustee with a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for U.S. federal income tax purposes), a grantor trust or an S Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code Section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that is to a Person other than a United States person. (g) No transfer will be required to be registered under the Securities Act. (h) In the event that the Depositor (or an Affiliate of the Depositor that owns any Certificates) intends to transfer any of the Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement 5 Amended and Restated Trust Agreement (USAA 20[ ]-[ ]) arrangement that is subject to Similar Law, and (iv) no purchase or transfer of a Certificate shall cause the Issuer to be required to withhold on the transferee’s distributions as distributive shares of income under Sections 871, 881 or 1446 of the Code, and neither the Owner Trustee nor the Issuer will recognize any purchase or transfer of Certificates giving rise to such withholding; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(1) of the Code) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer will be required to be registered under the Securities Act.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly 5 Amended and Restated Trust Agreement (USAA 20[ ]-[ ]) traded partnership) taxable as a corporation for U.S. federal income tax purposes, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law, and (iv) no purchase or transfer of a Certificate shall cause the Issuer to be required to withhold on the transferee’s distributions as distributive shares of income under Sections 871, 881 or 1446 of the Code, and neither the Owner Trustee nor the Issuer will recognize any purchase or transfer of Certificates giving rise to such withholding; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not anot, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the IssuerIssuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide the Indenture Trustee with a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for U.S. federal income tax purposes), a grantor trust or an S Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that is to a Person other than a United States person. (g) No transfer will be required to be registered under the Securities Act. (h) In the event that the Depositor (or an Affiliate of the Depositor that owns any Certificates) intends to transfer any of the Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.