AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF USAA ACCEPTANCE, LLC

The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of the Original Limited Liability Company Agreement and shall continue as a member of the Company upon its execution of a counterpart signature page to this Agreement.

Subject to Section 9(i) the Member may act by written consent.

Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member appointed by the personal representative of the Person who was the last remaining Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in^. the Company. A Special Member, in its capacity as Special Member, may not bind the Company.

to execute and deliver, and to perform its obligations under one or more receivables purchase agreements with the Member (such receivables purchase agreements, as from time to time amended, supplemented or otherwise modified, the “Purchase Agreements”), to purchase or otherwise acquire Contracts from the Member, to execute and deliver and to perform its obligations under any

to purchase, acquire, own, hold, sell, dispose of, endorse, transfer, assign, pledge and finance the Contracts (as described in each of the Purchase Agreements) including, without limitation, to grant a security interest in the Contracts;

to engage in any activities necessary to hold, receive, exchange, sell, transfer, otherwise dispose of and otherwise deal in and exercise all rights, powers, privileges, and all other incidents of ownership or possession with respect to, all of the Company’s property, including the Contracts and any property or interest that may be acquired by the Company as a result of any distribution in respect of the Contracts and any property received by the Company as a contribution from the Member;

to execute and deliver, and to perform its obligations as depositor or in any other capacity under one or more trust agreements (as amended from time to time, the “Trust Agreements”), to sell or otherwise transfer all or any of the Contracts to one or more trusts formed by such Trust Agreements (“Trusts”) for the purpose of issuing and selling from time to time in public or private offerings (including to any affiliate of the Member) series of consumer loan backed certificates or debt securities (“Securities”) representing undivided interests in, or debt secured by, Contracts, to execute and deliver, and to perform its obligations under, any amendments, supplements or assignments, reassignments or reconveyances of Contracts and other assets related to the Trust Agreements, to provide for the issuance of additional obligations under the Trust Agreements and other documents related to the issuance of such obligations, and to engage in any activities necessary, appropriate or convenient to the operation of the Trusts formed by such Trust Agreements, and to execute, deliver and perform any other agreement, notice or document in connection with, relating to, or contemplated by the Trust Agreements;

in its name as registrant and as depositor of the Trusts, to execute and file with the Securities and Exchange Commission (“Commission”) one or more registration statements on the appropriate form (collectively, the “Registration Statement”) for the registration under the Securities Act of 1933, as amended (“Securities Act”), of the Securities to be issued by the Trusts and to execute and file such amendment or amendments (both pre-effective and post-effective) and schedules and exhibits to the Registration Statement as may be deemed necessary or appropriate and to prepare and file with the Commission prospectuses and prospectus supplements relating to the issuance of the Securities and supplements thereto;

in its name or as depositor for any Trust, to file with the New York Stock Exchange or any other stock exchange, The Nasdaq Stock Market or any other market (each, an “Exchange”) and execute, deliver and perform one or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause any of the Securities to be listed on any of the Exchanges; to execute, deliver, file and perform such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register any of the Securities under the securities or “Blue Sky” laws of such jurisdictions as may be deemed necessary or desirable; and to execute, deliver and perform letters or documents to, or instruments for filing with, a depository relating to any of the Securities;

to prepare or cause the preparation of, and execute and deliver disclosure documents relating to the offer and sale of the Securities;

to execute and deliver, and to perform its obligations under, one or more servicing agreements, sale and servicing agreements, pooling and servicing agreements, indentures, and underwriting, purchase or placement agreements or similar agreements (collectively, the “Trust Documents”), pursuant to which Contracts will be sold to Trusts and will

to execute and deliver, and to perform its obligations under one or more cash collateral account agreements, letter of credit agreements, reimbursement agreements, swap agreements or other forms of agreement providing credit or payment enhancement (and any related documents, certificates and instruments) with respect to the Contracts sold to the Trust (collectively, “Credit Enhancement Agreements”) with any bank, insurance company or other person or entity;

to execute and deliver, and to perform its obligations under, each document or agreement to which it becomes a party, and to execute and deliver, and to perform its obligations under, any amendments or supplements related to the foregoing, and to engage in any activities necessary, appropriate or convenient to, and to execute, deliver and perform any other agreement, notice or document in connection with, relating to or contemplated by, the foregoing;

to acquire, hold, enjoy, sell or otherwise transfer and grant rights in all of the rights and privileges of any certificate, interest or other indicia of beneficial ownership or any Securities issued by any Trust or any other person or entity to the Company pursuant to any Purchase Agreement, Trust Agreement, Trust Document, Credit Enhancement Agreement or other document, and to transfer such certificate, interest or other indicia of beneficial ownership interest or Security to another person or entity;

to engage in any activities necessary, appropriate or convenient to, and to execute, deliver and perform any other agreement, notice or document in connection with or relating to, the activities described above, including the filing of any notices, applications, financing statements and other documents necessary, advisable or convenient to comply with any applicable laws, statutes, rules or regulations;

to acquire, own, hold, sell, transfer, service, convey, safe keep, dispose of, pledge, assign, borrow money against, finance, refinance or otherwise deal with, publicly or privately issued asset backed securities (whether with unrelated third parties or with affiliated entities); and

to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware that are related or incidental to, or necessary, convenient or advisable for the accomplishment of, the above-mentioned purposes (including the entering into of referral, management, servicing and administration agreements).

to enter into the Basic Documents and all documents, agreements, certificates, assignments, reassignments, amendments, supplements or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any Member, Director, Officer or other person notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers of any Director or Officer to enter into other agreements on behalf of the Company.

Board of Directors. Subject to Section 9(i), the business and affairs of the Company shall be managed by or under the direction of one or more Company Directors designated by the Member. Subject to Section 10 the Member may determine at any time in its sole and absolute discretion the number of Directors to constitute the Board. The authorized number of Directors may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Directors, and subject in all cases to Section 10. The number of Directors on the date hereof shall be five, two of whom shall be Independent Directors pursuant to Section 10. Each Director elected by the Member shall hold office until a successor is elected and qualified or until such Director’s earlier death, resignation, expulsion or removal. Each Director shall execute and deliver the Management Agreement. A Director need not be a Member. The Directors elected by the Member on the date hereof are lined on Schedule D hereto.

Powers. Subject to Section 9(i), the Company Directors shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to Section 8, the Company Directors have the authority to bind the Company.

Meetings of the Board of Directors and the Company Directors. The Board of Directors and the Company Directors may hold separate meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board or the Company Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board or the Company Directors, as the case may be. Special meetings of the Board or the Company Directors may be called by the President on not less than one day’s notice to each relevant Director by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Directors.

Quorum; Acts of the Board and the Company Directors. At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board. At all meetings of the Company Directors, a majority of the Company Directors shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Company Directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board or the Company Directors, the Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof, or the Company Directors, may be taken without a meeting if all members of the Board or committee, or all Company Directors, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee, or the Company Directors, as the case may be.

Electronic Communications. Members of the Board, or any committee designated by the Board, or the Company Directors may participate in meetings of the Board, or any committee, or the Company Directors, by means of telephone conference or similar communications equipment that allows all Persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting. If all the participants are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company.

Committees of Directors.

The Board may, by resolution passed by a majority of the Board, designate one or more committees, each committee to consist of one or more of the Directors. The Board may designate one of more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the Board, and subject to, in all cases, Sections 9(j) and 10, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

Compensation of Directors; Expenses. The Company Directors shall have the authority to fix the compensation of Directors. The Directors may be paid their expenses, if any, of attendance at meetings of the Board or the Company Directors, which may be a fixed sum for attendance at each meeting of the Board or the Company Directors, or a stated salary as Director. No such payment shall preclude any Director from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Removal of Directors. Unless otherwise restricted by law, any Director or the entire Board of Directors may be removed or expelled, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.

Directors as Agents. To the extent of their powers set forth in this Agreement and subject to Section 9(j), the Company Directors are agents of the Company for the purpose of the Company’s business, and the actions of the Company Directors taken in accordance with such powers set forth in this Agreement shall bind the Company. Notwithstanding the last sentence of Section 18-402 of the Act, except as provided in this Agreement or in a resolution of the Company Directors, a Director may not bind the Company.

Limitations on the Company’s Activities.

This Section 9(j) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity.

The Member shall not, so long as any Trust Obligation is outstanding, amend, alter, change or repeal the definition of “Independent Director” or Sections 5(c), 7, 8, 9, 10, 16, 20, 21, 22, 23, 24, 25, 26, 29 or 31 or Schedule A of this Agreement without the unanimous written consent of the Board (including all Independent Directors). Subject to this Section 9(j), the Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 31.

Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Board, any Officer or any other Person, neither the Member nor the Board nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Member and all members of the Board (including all Independent Directors), to take any Material Action, provided, however, that the Board may not vote on, or authorize the taking of, any Material Action, unless there are at least two Independent Directors then serving in such capacity.

The Company Directors and the Member shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if: (1) the Company Directors shall determine that the preservation thereof is no longer desirable for the conduct of its business and that the loss thereof is not disadvantageous in any material respect to the Company and (2) the Rating Agency Condition is satisfied. The Company Directors also shall cause the Company to:

maintain its own separate office, books and records and bank accounts;

at all times hold itself out to the public and all other Persons as a legal entity separate from the Member and any other Person;

have a Board of Directors separate from that of the Member and any other Person;

file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;

except as contemplated by the Basic Documents, not commingle its assets with assets of any other Person;

conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence;

maintain separate financial statements and prepare and maintain its financial records in accordance with generally accepted accounting principles;

pay its own liabilities only out of its own funds;

maintain an arm’s length relationship with its Affiliates and the Member;

pay the salaries of its own employees, if any;

not hold out its credit or assets as being available to satisfy the obligations of others;

allocate fairly and reasonably any overhead for shared office space;

use separate stationery, invoices and checks;

except as contemplated by the basic Documents, not pledge its assets for the benefit of any other Person;

correct any known misunderstanding regarding its separate identity;

maintain adequate capital in light of its contemplated business purpose, transactions and liabilities;

cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities;

not acquire any securities of the Member; and

cause the Directors, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company.

So long as any Trust Obligation is outstanding, the Company Directors shall not cause or permit the Company to:

except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate;

engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 7, Section 8, the Basic Documents or this Section 9(j);

incur, create or assume any indebtedness other than as expressly permitted under the Basic Documents;

make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Documents and permit the same to remain outstanding in accordance with such provisions;

to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic Documents; or

form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

Officers. Subject to the immediately following sentence, the Officers shall be designated by the Company Directors and shall consist of at least a President, a Secretary and a Treasurer. The initial Officers are set forth on Schedule E hereto. The Company Directors may also choose, without limitation, one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any additional or successor Officers shall be chosen by the Company Directors. Any number of offices may be held by the same person. The Company Directors may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Company Directors.

President. The President shall be the chief executive officer of the Company, shall preside at all meetings of the Board and the Company Directors, shall be responsible for the general and active management of the business of the Company and shall see that all orders and resolutions of the Board and the Company Directors are carried into effect. The President or any other Officer authorized by the President or the Company Directors shall execute all contracts or agreements of the Company, except: (i) where required or permitted by law or this Agreement to be otherwise signed and executed, including Section 8(b); (ii) where signing and execution thereof shall be expressly delegated by the Board to some other Officer or agent of the Company; and (iii) as otherwise permitted in Section 11(c).

Vice President. In the absence of the President or in the event of the President’s inability to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Company Directors, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents, if any, shall perform such other duties and have such other powers as the Company Directors may from time to time prescribe.

Secretary and Assistant Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the Company. The Secretary shall attend all meetings of the Board and the Company Directors, and record all the proceedings of the meetings of the Company, of the Board and of the Company Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or shall cause to be given, notice of all meetings of the Member, if any, and meetings of the Board and the Company Directors, and shall perform such other duties as may be prescribed by the Board, the Company Directors or the President, under whose supervision the Secretary shall serve. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Company Directors (or if there be no such determination, then in order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Company Directors may from time to time prescribe.

Treasurer and Assistant Treasurer. The Treasurer shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Company Directors. The Treasurer shall disburse the funds of the Company as may be ordered by the Company Directors, taking proper vouchers for such disbursements, and shall render to the President and to the Company Directors, at its regular meetings or when the Company Directors so require, an account of all of the Treasurer’s transactions and of the financial condition of the Company. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Company Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Company Directors may from time to time prescribe.

Officers as Agents. The Officers, to the extent of their powers set forth is this Agreement or otherwise vested in them by action of the Company Directors not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and, subject to Section 9(j), the actions of the Officers taken in accordance with such powers shall bind the Company.

Duties of Board and Officers. Except to the extant otherwise provided herein, each Director and Officer shall have a fiduciary duty of loyalty and care similar to that of directors and officers of business corporations organized under the General Corporation Law of the State of Delaware.

Specific Officer Authorizations. To accomplish the Company’s purposes, but notwithstanding any other provision of this Agreement, the Officers without the vote, act or approval of any other Person, except as otherwise specified below, are authorized as follows:

The Treasurer, with the written approval of either the Chairman of the Board or the President and Chief Executive Officer, and subject to any other limitations specified in this Agreement, is authorized to form or cause to be formed, from time to time, one or more Trusts for the purpose of issuing and selling the Securities, and determine the terms of the Securities, including, without limitation, the relative principal amounts, underwriting discounts, placement fees, the stated rate or rates of interest, the maturity dates and the offering prices to the public or private purchasers.

The President and the Treasurer of the Company (each, an “Executive Officer”), and any other Executive Vice, Senior Vice, Vice or Assistant Vice President of the Company designated as an authorized officer for purposes of one or more transactions contemplated by the Company’s powers and authorities stated in this Agreement, by a written instrument signed by an Executive Officer (which written instrument shall conclusively establish and evidence such designation until revoked by any Executive Officer), are designated as a “Proper Officer” for all purposes and authorizations set forth in this Agreement. The Proper Officers are, and each of them acting singly is, authorized on behalf of the Company or on behalf of the Company as depositor of the Trusts, without any further act, vote or approval of any Person:

to negotiate, execute and deliver Purchase Agreements, Trust Agreements, Trust Documents, Credit Enhancement Agreements or other agreements or arrangements with such underwriters or other Persons as shall be specified in the Registration Statement or other offering material or circular, providing for the sale of the Securities and containing such representations, conditions, covenants and agreements as the Proper Officer executing the same shall approve, the execution thereof by such Proper Officer to be conclusive evidence of such approval; and that the Proper Officers are, and each of them is, acting singly, authorized and empowered to execute and deliver or cause to be executed and delivered any and all certificates, documents and instruments as any Proper Officer may approve as necessary or desirable in order to enable the Company or the Company on behalf of the Trusts fully and properly to perform its obligations under any such agreements or arrangements, the execution of any such certificate, document or instrument to be conclusive evidence of such approval;

to cause to be prepared, executed and filed all listing applications, indemnity agreements and other documents for the listing of the Securities on any securities exchange and the registration of the Securities under the Securities Exchange Act of 1934, as amended (“Exchange Act”), to cause to be prepared, executed and filed all applications, reports, surety bonds, irrevocable consents and appointments of attorneys for service of process,

from time to time to do, or cause to be done, all such other acts and things and to execute and deliver or cause to be executed and delivered all such instruments, agreements, certificates and documents, as each such officer shall deem necessary, desirable, or appropriate to carry out the purpose and intent of this Agreement;

to enter into, on behalf of the Company, one or more Credit Enhancement Agreements with such bank, insurance company or other financial institution as shall be selected by the Proper Officers, with such terms and conditions as may be approved by the Proper Officer executing the same, the execution and delivery of which shall evidence conclusively the Company’s approval of the terms and conditions thereof;

to prepare, execute and file with the Commission under the Securities Act of l933 one or more Registration Statements, such amendment or amendments (both pre-effective and post-effective) and schedules and exhibits thereto and such prospectuses and prospectus supplements relating to the issuance of the Securities and such supplements thereto, all as they may deem necessary or appropriate;

to prepare or cause the preparation of, and execute and deliver disclosure documents relating to the offer and sale of the Securities; to prepare or cause the preparation of and execute, deliver, file, and perform with any securities exchange or market a listing application and all other applications, statements, certificates, agreements, and other instruments as shall be necessary or desirable to cause any

to execute and deliver on behalf of the Company and in its name and on behalf of each director of the Company a power of attorney, appointing ▇▇▇▇ ▇. ▇▇▇▇▇▇, President and Chief Executive Officer, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, Treasurer, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Vice President of the Company, or any one of them, to act as attorneys-in-fact for the purpose of executing and filing with the Commission the Registration Statement and any and all amendments (both pre-effective and post-effective) or supplements thereto with any schedules and exhibits and other documents, and to act as agents for service of process by the Commission to be named as such in the Registration Statement with all the powers incident to such appointments.

All actions taken and expenses incurred by any Officers prior to the effective date of this Agreement in furtherance of any of the purposes stated or actions authorized in this Agreement are ratified, confirmed, adopted and approved.

Within 60 days after the end of each fiscal quarter, the Company Directors shall cause to be prepared an unaudited report setting forth as of the end of such fiscal quarter:

unless such quarter is the last fiscal quarter, a balance sheet of the Company; and

unless such quarter is the last fiscal quarter, an income statement of the Company for such fiscal quarter.

The Company Directors shall use diligent efforts to cause to be prepared and mailed to the Member, within 90 days after the end of fiscal year, an audited or unaudited report setting forth as of the end of such fiscal year:

a balance sheet of the Company;

an income statement of the Company for such fiscal year; and

a statement of the Member’s capital account.

The Company Directors shall, after the end of each fiscal year, use reasonable efforts to cause the Company’s independent accountants, if any, to prepare and transmit to the Member as promptly as possible any such tax information as may be reasonably necessary to enable the Member to prepare its federal, state and local income tax returns relating to such fiscal year.

Neither the Member nor the Special Members nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Member or the Special Members (collectively, the “Covered Persons”) shall be liable to the Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted

To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 20 by the Company shall be provided out of and to the extent of Company assets only, and the Member and the Special Members shall not have personal liability on account thereof; and provided further, that so long as any Trust Obligation is outstanding, no indemnity payment from funds of the Company (as distinct from funds from other sources, such as insurance) of any indemnity under this Section 20 shall be payable from amounts allocable to any other Person pursuant to the Basic Documents.

To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 20.

A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets and liabilities of the Company, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person that is a party to or is otherwise bound by this Agreement, a Covered Person acting under this Agreement shall not be liable to the Company or to any such other Covered Person for its good faith reliance on the provisions of this Agreement or any such approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member and the Special Members to replace such other duties and liabilities of such Covered Person.

So long as any Trust Obligation is outstanding, no expense of the Company shall be payable from amounts allocable to any other Person pursuant to the Basic Documents.

The foregoing provisions of this Section 20 shall survive any termination of this Agreement.

The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining Member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such Member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such Member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member of the Company in the Company.

Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or a Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

Definitions

Rules of Construction

Name

Mailing Address

USAA Federal Savings Bank

Management Agreement – USAA ACCEPTANCE LLC