EXHIBIT 10.1


	
  

 
	

 


 


PURCHASE AGREEMENT


dated as of November 13, 2009


between


USAA FEDERAL SAVINGS BANK


and


USAA ACCEPTANCE, LLC


	
  

 
	

 


 










TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE I

 	
 DEFINITIONS AND USAGE

 	
  

 	
 1

 
	
  

 	
 SECTION 1.1

 	
  

 	
 Definitions

 	
  

 	
 1

 
	
  

 	
 SECTION 1.2

 	
  

 	
 Other Interpretive Provisions

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE II

 	
 PURCHASE

 	
  

 	
 2

 
	
  

 	
 SECTION 2.1

 	
  

 	
 Agreement to Sell and Contribute on the
 Closing Date

 	
  

 	
 2

 
	
  

 	
 SECTION 2.2

 	
  

 	
 Consideration and Payment

 	
  

 	
 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE III

 	
 REPRESENTATIONS, WARRANTIES AND COVENANTS

 	
  

 	
 2

 
	
  

 	
 SECTION 3.1

 	
  

 	
 Representations and Warranties of the Bank

 	
  

 	
 2

 
	
  

 	
 SECTION 3.2

 	
  

 	
 Representations and Warranties of the Bank
 as to each Receivable

 	
  

 	
 3

 
	
  

 	
 SECTION 3.3

 	
  

 	
 Repurchase upon Breach

 	
  

 	
 4

 
	
  

 	
 SECTION 3.4

 	
  

 	
 Protection of Title

 	
  

 	
 4

 
	
  

 	
 SECTION 3.5

 	
  

 	
 Other Liens or Interests

 	
  

 	
 5

 
	
  

 	
 SECTION 3.6

 	
  

 	
 Perfection Representations, Warranties and
 Covenants

 	
  

 	
 5

 
	
  

 	
 SECTION 3.7

 	
  

 	
 FDIC Rule; Official Record

 	
  

 	
 5

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IV

 	
 MISCELLANEOUS

 	
  

 	
 6

 
	
  

 	
 SECTION 4.1

 	
  

 	
 Transfers Intended as Sale; Security
 Interest

 	
  

 	
 6

 
	
  

 	
 SECTION 4.2

 	
  

 	
 Notices, Etc

 	
  

 	
 7

 
	
  

 	
 SECTION 4.3

 	
  

 	
 Choice of Law

 	
  

 	
 7

 
	
  

 	
 SECTION 4.4

 	
  

 	
 Headings

 	
  

 	
 7

 
	
  

 	
 SECTION 4.5

 	
  

 	
 Counterparts

 	
  

 	
 7

 
	
  

 	
 SECTION 4.6

 	
  

 	
 Amendment

 	
  

 	
 7

 
	
  

 	
 SECTION 4.7

 	
  

 	
 Waivers

 	
  

 	
 9

 
	
  

 	
 SECTION 4.8

 	
  

 	
 Entire Agreement

 	
  

 	
 9

 
	
  

 	
 SECTION 4.9

 	
  

 	
 Severability of Provisions

 	
  

 	
 9

 
	
  

 	
 SECTION 4.10

 	
  

 	
 Binding Effect

 	
  

 	
 9

 
	
  

 	
 SECTION 4.11

 	
  

 	
 Acknowledgment and Agreement

 	
  

 	
 9

 
	
  

 	
 SECTION 4.12

 	
  

 	
 Cumulative Remedies

 	
  

 	
 9

 
	
  

 	
 SECTION 4.13

 	
  

 	
 Nonpetition Covenant

 	
  

 	
 10

 
	
  

 	
 SECTION 4.14

 	
  

 	
 Submission to Jurisdiction; Waiver of Jury
 Trial

 	
  

 	
 10

 


i





EXHIBITS


	
  

 	
  

 
	
 Exhibit A

 	
 Form of
 Assignment Pursuant to Purchase Agreement

 
	
 Schedule I

 	
 Representations
 and Warranties With Respect to the Receivables

 
	
 Schedule II

 	
 Perfection
 Representations, Warranties and Covenants

 


ii






          THIS PURCHASE AGREEMENT is made and entered
into as of November 13, 2009 (as amended from time to time, this “Agreement”) by USAA FEDERAL SAVINGS BANK, a federally chartered savings
association (the “Bank”), and USAA
ACCEPTANCE, LLC, a Delaware limited liability company (the “Purchaser”).


WITNESSETH:


          WHEREAS,
the Purchaser desires to purchase from the Bank a portfolio of motor vehicle
receivables, including retail motor vehicle installment loans that are secured
by new and used automobiles and light-duty trucks; and


          WHEREAS,
the Bank is willing to sell such portfolio of motor vehicle receivables and
related property to the Purchaser on the terms and conditions set forth in this
Agreement.


          NOW,
THEREFORE, in consideration of the premises and the mutual agreements set forth
herein, the parties hereto agree as follows:


ARTICLE I


DEFINITIONS AND USAGE


          SECTION
1.1 Definitions. Except as otherwise defined herein or as the context
may otherwise require, capitalized terms used but not otherwise defined herein
are defined in Appendix A to the Sale and Servicing Agreement dated
as of the date hereof (as from time to time amended, supplemented or otherwise
modified and in effect, the “Sale and Servicing Agreement”) among USAA
Auto Owner Trust 2009-2, the Bank, as servicer, the Purchaser, as seller, and
The Bank of New York Mellon, as indenture trustee.


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





ARTICLE II


PURCHASE


          SECTION
2.1 Agreement to Sell and Contribute on the Closing Date. On the terms
and subject to the conditions set forth in this Agreement, the Bank agrees to
transfer, assign, set over, sell and otherwise convey to the Purchaser without
recourse (subject to the obligations herein) on the Closing Date all of its
right, title and interest in, to and under the Receivables, the Collections on
or after the Cut-Off Date, the Receivable Files and the Related Security
relating thereto, described in the assignment in the form of Exhibit A (the “Assignment”) delivered
on the Closing Date (the “Purchased Assets”) having a Net Pool Balance
as of the Cut-Off Date equal to $1,000,000,000.26, which sale shall be
effective as of the Cut-Off Date. The sale, transfer, assignment and conveyance
made hereunder does not constitute and is not intended to result in an
assumption by the Purchaser of any obligation of the Originator to the Obligors
or any other Person in connection with the Receivables or the other assets and
properties conveyed hereunder or any agreement, document or instrument related
thereto.


          SECTION
2.2 Consideration and Payment. In consideration of the transfer of the
Purchased Assets conveyed to the Purchaser on the Closing Date, the Purchaser
shall deliver to, or upon the order of, the Bank (i) $748,914,254.10 in cash
and (ii) all of the Class A-1 and Class B Notes, which represent the estimated
fair market value of the Purchased Assets. Notwithstanding the preceding sentence,
if such purchase price for the Purchased Assets exceeds the sum of the amount
of cash available to the Purchaser from the proceeds of the sale of the Notes
and the value of the Class A-1 Notes and Class B Notes, then an undivided interest
in such Purchased Assets in an amount equal to such excess shall be deemed to
have been contributed to the Purchaser by the Bank.


ARTICLE III


REPRESENTATIONS, WARRANTIES AND COVENANTS


          SECTION
3.1 Representations and Warranties of the Bank. The Bank makes the
following representations and warranties as of the Closing Date on which the
Purchaser will be deemed to have relied in acquiring the Purchased Assets. The
representations and warranties will survive the conveyance of the Purchased
Assets to the Purchaser pursuant to this Agreement, the conveyance of the
Purchased Assets to the Issuer pursuant to the Sale and Servicing Agreement and
the Grant thereof by the Issuer to the Indenture Trustee pursuant to the
Indenture: 


          (a)
Existence and Power. The Bank is a
federally chartered savings association validly existing and in good standing
under the laws of the United States and has, in all material respects, all
power and authority required to carry on its business as now conducted. The
Bank has obtained all necessary licenses and approvals in each jurisdiction
where the failure to do so would materially and adversely affect the ability of
the Bank to perform its obligations under the Transaction Documents or the
enforceability or collectibility of the Receivables or any other part of the
Purchased Assets.


	
  

 	
  

 	
  

 
	
  

 	
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 Purchase Agreement (USAA 2009-2)

 









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


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


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


          (e)
No Proceedings. There are no actions, suits or Proceedings pending or,
to the knowledge of the Bank, threatened against the Bank before or by any
Governmental Authority that (i) assert the invalidity or unenforceability of
this Agreement or any of the other Transaction Documents, (ii) seek to prevent
the issuance of the Notes or the consummation of any of the transactions
contemplated by this Agreement or any of the other Transaction Documents, (iii)
seek any determination or ruling that would materially and adversely affect the
performance by the Bank of its obligations under this Agreement or any of the
other Transaction Documents, or (iv) relate to the Bank that would materially
and adversely affect the federal or Applicable Tax State income, excise,
franchise or similar tax attributes of the Notes.


          (f)
Lien Filings. The Bank is not aware of any material judgment, ERISA or
tax lien filings against the Bank.


          SECTION
3.2 Representations and Warranties of the Bank as to each Receivable.
The Bank hereby makes the representations and warranties set forth on Schedule
I as to the Receivables, sold, contributed, transferred, assigned, set
over, sold and otherwise conveyed to the Purchaser under this Agreement on
which such representations and warranties the Purchaser relies in acquiring the
Receivables. Such representations and warranties shall survive the sale of the
Receivables to the Issuer under the Sale and Servicing Agreement, and the Grant
of the Receivables by the Issuer to the Indenture Trustee pursuant to the
Indenture. Notwithstanding 


	
  

 	
  

 	
  

 
	
  

 	
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 Purchase Agreement (USAA 2009-2)

 









any statement
to the contrary contained herein or in any other Transaction Document, the Bank
shall not be required to notify any insurer with respect to any Insurance
Policy obtained by an Obligor.


          SECTION
3.3 Repurchase upon Breach. Upon discovery by or notice to the Purchaser
or the Bank of a breach of any of the representations and warranties set forth
in Section 3.2 at the time such
representations and warranties were made which materially and adversely affects
the interests of the Issuer or the Noteholders, the party discovering such
breach or receiving such notice shall give prompt written notice thereof to the
other party; provided, that
delivery of the Servicer’s Certificate, which identifies that Receivables are
being or have been repurchased, shall be deemed to constitute prompt notice by
the Servicer (if the Bank is the Servicer) of such breach; provided, further,
that the
failure to give such notice shall not affect any obligation of the Bank
hereunder. If the Bank does not correct or cure such breach prior to the end of
the Collection Period which includes the 60th day (or, if the Bank elects, an
earlier date) after the date that the Bank became aware or was notified of such
breach, then the Bank shall purchase any Receivable materially and adversely
affected by such breach from the Purchaser on the Payment Date following the
end of such Collection Period. Any such breach or failure will not be deemed to
have a material and adverse effect if such breach or failure does not affect the
ability of the Purchaser (or its assignee) to collect, receive and retain
timely payment in full on such Receivable, including Liquidation Proceeds. Any
such purchase by the Bank shall be at a price equal to the Repurchase Price. In
consideration for such repurchase, the Bank shall make (or shall cause to be
made) a payment to the Purchaser equal to the Repurchase Price by depositing
such amount into the Collection Account prior to 11:00 a.m., New York City time
on such Payment Date. Upon payment of such Repurchase Price by the Bank, the
Purchaser shall release and shall execute and deliver such instruments of
release, transfer or assignment, in each case without recourse or
representation, as may be reasonably requested by the Bank to evidence such release,
transfer or assignment or more effectively vest in the Bank or its designee any
Receivable repurchased pursuant hereto. It is understood and agreed that the
obligation of the Bank to purchase any Receivable as described above shall
constitute the sole remedy respecting such breach available to the Purchaser.


          SECTION
3.4 Protection of Title.


          (a)
The Bank shall authorize and file such financing statements and cause to be
authorized and filed such continuation and other statements, all in such manner
and in such places as may be required by law fully to preserve, maintain and
protect the interest of the Purchaser under this Agreement in the Receivables
as well as any subsequent assignee of the Receivables. The Bank shall deliver
(or cause to be delivered) to the Purchaser as well as any subsequent assignee
of the Receivables file-stamped copies of, or filing receipts for, any document
filed as provided above, as soon as available following such filing.


          (b)
The Bank will notify the Purchaser in writing within ten (10) days following
the occurrence of (i) any change in the Bank’s organizational structure as a
federally chartered savings association, (ii) any change in the Bank’s
“location” (within the meaning of Section 9-307 of the UCC of all applicable
jurisdictions) and (iii) any change in the Bank’s name and shall have taken all
action prior to making such change (or shall have made arrangements to take
such action substantially simultaneously with such change, if it is not possible
to take such action  


	
  

 	
  

 	
  

 
	
  

 	
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 Purchase Agreement (USAA 2009-2)

 










in advance) reasonably necessary or advisable in the
opinion of the Purchaser to amend all previously filed financing statements or
continuation statements described in paragraph (a)
above.


          (c)
The Bank shall maintain (or shall cause the Servicer to maintain) its computer
systems so that, from time to time after the conveyance under this Agreement of
the Receivables, the master computer records (including any backup archives, it
being understood that any such backup archives may not reflect such interest
until thirty-five (35) days after the applicable changes are made to such
master computer records) that refer to a Receivable shall indicate clearly the
interest of the Purchaser (or any subsequent assignee of the Purchaser) in such
Receivable and that such Receivable is owned by such Person. Indication of such
Person’s interest in a Receivable shall not be deleted from or modified on such
computer systems until, and only until, the related Receivable shall have been
paid in full or repurchased.


          (d)
If at any time the Bank shall propose to sell, grant a security interest in or
otherwise transfer any interest in motor vehicle receivables to any prospective
purchaser, lender or other transferee, the Bank shall give to such prospective
purchaser, lender or other transferee computer tapes, records or printouts
(including any restored from backup archives) that, if they shall refer in any
manner whatsoever to any Receivable, shall indicate clearly that such
Receivable has been sold and is owned by the Purchaser (or any subsequent
assignee of the Purchaser).


          SECTION
3.5 Other Liens or Interests. Except for the conveyances and grants of
security interests pursuant to this Agreement and the other Transaction
Documents, the Bank shall not sell, pledge, assign or transfer the Receivables
or other property transferred to the Purchaser to any other Person, or grant,
create, incur, assume or suffer to exist any Lien (other than Permitted Liens)
on any interest therein, and the Bank shall defend the right, title and
interest of the Purchaser in, to and under such Receivables or other property
transferred to the Purchaser against all claims of third parties claiming
through or under the Bank.


          SECTION
3.6 Perfection Representations, Warranties and Covenants. The Bank
hereby makes the perfection representations, warranties and covenants set forth
on Schedule II hereto to the Purchaser and the Purchaser shall be deemed
to have relied on such representations, warranties and covenants in acquiring
the Purchased Assets.


          SECTION
3.7 FDIC Rule; Official Record.


          (a)
The parties hereto intend that (A) the FDIC Rule shall apply to the
transactions contemplated by this Agreement and the other Transaction
Documents, (B) the transactions contemplated by this Agreement and the other
Transaction Documents, taken as a whole, constitute a “securitization” within
the meaning of the FDIC Rule and (C) the transfer of Receivables and other
property pursuant to this Agreement constitutes a sale, and not a secured
borrowing, for accounting purposes as it relates to the FDIC Rule.


          (b)
So long as the Notes remain outstanding, this Agreement shall be treated as an
official record of the Bank within the meaning of Section 13(e) of the Federal
Deposit Insurance Act (12 U.S.C. Section 1823(e)).


	
  

 	
  

 	
  

 
	
  

 	
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 Purchase Agreement (USAA 2009-2)

 









ARTICLE IV


MISCELLANEOUS


          SECTION
4.1 Transfers Intended as Sale; Security Interest.


          (a)
Each of the parties hereto expressly intends and agrees that the transfers
contemplated and effected under this Agreement are complete and absolute sales
and contributions rather than pledges or assignments of only a security
interest and shall be given effect as such for all purposes. It is further the
intention of the parties hereto that the Receivables and related Purchased
Assets shall not be treated as property of the Bank by the FDIC or other
governmental authority acting as conservator or receiver of the Bank in a
conservatorship, receivership, insolvency or other similar proceeding in
respect of the Bank under the Federal Deposit Insurance Act, 12 U.S.C. Section
1811 et seq. or other applicable law. The sales and transfers by the Bank of
the Receivables and related Purchased Assets hereunder are and shall be without
recourse to, or representation or warranty (express or implied) by, the Bank,
except as otherwise specifically provided herein. The limited rights of
recourse specified herein against the Bank are intended to provide a remedy for
breach of representations and warranties relating to the condition of the
property sold, rather than to the collectibility of the Receivables.


          (b)
Notwithstanding the foregoing, in the event that the Receivables and other
Purchased Assets are held to be property of the Bank, or if for any reason this
Agreement is held or deemed to create indebtedness or a security interest in
the Receivables and other Purchased Assets, then it is intended that:


	
  

 	
  

 
	
  

 	
           (i)
 This Agreement shall be deemed to be a security agreement within the meaning
 of Articles 8 and 9 of the New York UCC and the UCC of any other applicable
 jurisdiction;

 
	
  

 	
  

 
	
  

 	
           (ii)
 The conveyance provided for in Section 2.1
 shall be deemed to be a grant by the Bank of, and the Bank hereby grants to
 the Purchaser, a security interest in all of its right (including the power
 to convey title thereto), title and interest, whether now owned or hereafter
 acquired, in and to the Receivables and other Purchased Assets, to secure
 such indebtedness and the performance of the obligations of the Bank
 hereunder;

 
	
  

 	
  

 
	
  

 	
           (iii)
 The possession by the Purchaser or its agent of the Receivable Files and any
 other property as constitute instruments, money, negotiable documents or
 chattel paper shall be deemed to be “possession by the secured party” or
 possession by the purchaser or a Person designated by such purchaser, for
 purposes of perfecting the security interest pursuant to the New York UCC and
 the UCC of any other applicable jurisdiction; and

 
	
  

 	
  

 
	
  

 	
           (iv)
 Notifications to Persons holding such property, and acknowledgments, receipts
 or confirmations from Persons holding such property, shall be deemed to be
 notifications to, or acknowledgments, receipts or confirmations from, bailees
 or agents (as applicable) of the Purchaser for the purpose of perfecting such
 security interest under applicable law.

 






	
  

 	
  

 	
  

 
	
  

 	
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          SECTION
4.2 Notices, Etc. All demands, notices and communications hereunder
shall be in writing and shall be delivered or mailed by registered or certified
first-class United States mail, postage prepaid, hand delivery, prepaid courier
service, or by facsimile and addressed in each case as specified on Schedule
II to the Sale and Servicing Agreement, or at such other address as shall
be designated by any of the specified addressees in a written notice to the
other parties hereto. Any notice required or permitted to be mailed to a Noteholder
shall be given by first class mail, postage prepaid, at the address of such
Noteholder as shown in the Note Register. Delivery shall occur only upon
receipt or reported tender of such communication by an officer of the recipient
entitled to receive such notices located at the address of such recipient for
notices hereunder; provided, however, that any notice to a Noteholder
mailed within the time and manner prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the Noteholder
shall receive such notice.


          SECTION
4.3 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW, OTHER THAN
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


          SECTION
4.4 Headings. The section headings hereof have been inserted for
convenience only and shall not be construed to affect the meaning, construction
or effect of this Agreement.


          SECTION
4.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.


          SECTION
4.6 Amendment.


          (a)
Any term or provision of this Agreement may be amended by the Bank and the
Purchaser without the consent of the Indenture Trustee, any Noteholder, the
Issuer, the Owner Trustee or any other Person subject to subsections (e)
and (f) of this Section 4.6 and the satisfaction of one of the
following conditions:


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 






	
  

 	
  

 	
  

 
	
  

 	
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 Purchase Agreement (USAA 2009-2)

 









          (b)
Subject to subsections (e) and (f) of this Section 4.6,
any term or provision of this Agreement may be amended by the Bank and the
Purchaser without the consent of the Indenture Trustee, any Noteholder, the
Issuer, the Servicer, the Owner Trustee or any other Person to add, modify or
eliminate any provisions as may be necessary or advisable in order to enable
the Bank, the Purchaser or any of their Affiliates to comply with or obtain
more favorable treatment under any law or regulation or any accounting rule or
principle (whether now or in the future in effect), it being a condition to any
such amendment that the Rating Agency Condition shall have been satisfied.


          (c)
Subject to subsections (e) and (f) of this Section 4.6,
this Agreement may also be amended from time to time by the Bank and the
Purchaser, with the consent of the Holders of Notes evidencing not less than a
majority of the Outstanding Note Balance of the Controlling Class, voting as a
single class, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying
in any manner the rights of the Noteholders. It will not be necessary for the
consent of Noteholders to approve the particular form of any proposed amendment
or consent, but it will be sufficient if such consent approves the substance
thereof. The manner of obtaining such consents (and any other consents of
Noteholders provided for in this Agreement) and of evidencing the authorization
of the execution thereof by Noteholders will be subject to such reasonable
requirements as the Indenture Trustee may prescribe, including the
establishment of record dates pursuant to the Note Depository Agreement.


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


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


	
  

 	
  

 	
  

 
	
  

 	
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          (f)
Notwithstanding any provision of this Section 4.6 to the contrary, the
permitted activities of the Issuer may be significantly changed only with the
approval of Holders of at least a majority of the Notes held by entities other
than the Purchaser, its Affiliates and its agents.


          SECTION
4.7 Waivers. No failure or delay on the part of the Purchaser, the
Servicer, the Bank, the Issuer or the Indenture Trustee in exercising any power
or right hereunder (to the extent such Person has any power or right hereunder)
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power or right preclude any other or further exercise thereof or the
exercise of any other power or right. No notice to or demand on the Purchaser
or the Bank in any case shall entitle it to any notice or demand in similar or
other circumstances. No waiver or approval by either party under this Agreement
shall, except as may otherwise be stated in such waiver or approval, be
applicable to subsequent transactions. No waiver or approval under this
Agreement shall require any similar or dissimilar waiver or approval thereafter
to be granted hereunder.


          SECTION
4.8 Entire Agreement. The Transaction Documents contain a final and
complete integration of all prior expressions by the parties hereto with
respect to the subject matter thereof and shall constitute the entire agreement
among the parties hereto with respect to the subject matter thereof,
superseding all prior oral or written understandings. There are no unwritten
agreements among the parties.


          SECTION
4.9 Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.


          SECTION
4.10 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns. This Agreement shall create and constitute the continuing obligations
of the parties hereto in accordance with its terms, and shall remain in full
force and effect until such time as the parties hereto shall agree.


          SECTION
4.11 Acknowledgment and Agreement. By execution below, the Bank
expressly acknowledges and consents to the sale of the Purchased Assets and the
assignment of all rights and obligations of the Bank related thereto by the
Purchaser to the Issuer pursuant to the Sale and Servicing Agreement and the
Grant of a security interest in the Receivables and the other Purchased Assets
by the Issuer to the Indenture Trustee pursuant to the Indenture for the
benefit of the Noteholders. In addition, the Bank hereby acknowledges and
agrees that for so long as the Notes are outstanding, the Indenture Trustee
will have the right to exercise all powers, privileges and claims of the
Purchaser under this Agreement pursuant to the Grant of such security interest.


          SECTION
4.12 Cumulative Remedies. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.


	
  

 	
  

 	
  

 
	
  

 	
 -9-

 	
 Purchase Agreement (USAA 2009-2)

 









          SECTION
4.13 Nonpetition Covenant. Each party hereto agrees that, prior to the
date which is one year and one day after payment in full of all obligations of
each Bankruptcy Remote Party in respect of all securities issued by any
Bankruptcy Remote Party (i) such party hereto shall not authorize any
Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary
case or other Proceeding seeking liquidation, reorganization or other relief
with respect to such Bankruptcy Remote Party or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect in any jurisdiction
or seeking the appointment of an administrator, a trustee, receiver,
liquidator, custodian or other similar official with respect to such Bankruptcy
Remote Party or any substantial part of its property or to consent to any such
relief or to the appointment of or taking possession by any such official in an
involuntary case or other Proceeding commenced against such Bankruptcy Remote
Party, or to make a general assignment for the benefit of its creditors
generally, any party hereto or any other creditor of such Bankruptcy Remote
Party, and (ii) none of the parties hereto shall commence or join with any
other Person in commencing any Proceeding against such Bankruptcy Remote Party
under any bankruptcy, reorganization, liquidation or insolvency law or statute
now or hereafter in effect in any jurisdiction; provided, that the foregoing
shall in no way limit the rights of the parties hereto to pursue any other creditor
rights or remedies that such Persons may have against the Issuer under
applicable law. This Section shall survive the termination of this Agreement.


          SECTION
4.14 Submission to Jurisdiction; Waiver of Jury Trial. Each of the
parties hereto hereby irrevocably and unconditionally:


          (a)
submits for itself and its property in any legal action or Proceeding relating
to this Agreement or any documents executed and delivered in connection
herewith, or for recognition and enforcement of any judgment in respect
thereof, to the nonexclusive general jurisdiction of the courts of the State of
New York, the courts of the United States of America for the Southern District
of New York and appellate courts from any thereof;


          (b)
consents that any such action or Proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of such
action or Proceeding in any such court or that such action or Proceeding was
brought in an inconvenient court and agrees not to plead or claim the same;


          (c)
agrees that service of process in any such action or Proceeding may be effected
by mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such Person at its address
determined in accordance with Section 4.2; 


          (d)
agrees that nothing herein shall affect the right to effect service of process
in any other manner permitted by law or shall limit the right to sue in any
other jurisdiction; and


          (e)
to the extent permitted by applicable law, each party hereto irrevocably waives
all right of trial by jury in any action, Proceeding or counterclaim based on,
or arising out of, under or in connection with this Agreement, any other Transaction
Document, or any matter arising hereunder or thereunder.


[Remainder of Page Intentionally Left Blank]


	
  

 	
  

 	
  

 
	
  

 	
 -10-

 	
 Purchase Agreement (USAA 2009-2)

 









          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 USAA FEDERAL SAVINGS BANK

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name: David
 K. Kimball

 
	
  

 	
 Title: Vice
 President and Senior Financial Officer

 
	
  

 	
  

 
	
  

 	
 USAA ACCEPTANCE, LLC

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name: Edwin
 T. McQuiston

 
	
  

 	
 Title:
 Senior Vice President and Treasurer

 






	
  

 	
  

 	
  

 
	
  

 	
 S-1

 	
 Purchase Agreement (USAA 2009-2)

 









EXHIBIT A


FORM OF

ASSIGNMENT PURSUANT TO PURCHASE AGREEMENT


November 13, 2009


          For
value received, in accordance with the Purchase Agreement dated as of November
13, 2009 (the “Agreement”), between
USAA Federal Savings Bank, a federally chartered savings association (the “Bank”),
and USAA Acceptance, LLC, a Delaware limited liability company (the “Purchaser”),
on the terms and subject to the conditions set forth in the Agreement, the Bank
does hereby transfer, assign, set over, sell and otherwise convey to the
Purchaser without recourse (subject to the obligations in the Agreement) on the
Closing Date, all of its right, title and interest in, to and under the
Receivables set forth on the schedule of Receivables delivered by the Bank to
the Purchaser on the date hereof, the Collections on or after the Cut-Off Date,
the Receivable Files and the Related Security relating thereto, which sale
shall be effective as of the Cut-Off Date.


          The
foregoing sale does not constitute and is not intended to result in any
assumption by the Purchaser of any obligation of the undersigned or the
Originator to the Obligors or any other Person in connection with the
Receivables, or the other assets and properties conveyed hereunder or any
agreement, document or instrument related thereto.


          This
assignment is made pursuant to and upon the representations, warranties and
agreements on the part of the undersigned contained in the Agreement and is
governed by the Agreement.


          Capitalized
terms used herein and not otherwise defined shall have the meaning assigned to
them in the Agreement or if not defined in the Agreement, in Appendix A to the
Sale and Servicing Agreement, dated as of November 13, 2009, among USAA Auto
Owner Trust 2009-2, the Bank, as servicer, the Purchaser, as seller, and The
Bank of New York Mellon, as indenture trustee.


[Remainder of page intentionally left blank]


	
  

 	
  

 	
  

 
	
  

 	
 A-1

 	
 Purchase Agreement (USAA 2009-2)

 









          IN
WITNESS HEREOF, the undersigned has caused this assignment to be duly executed
as of the date first above written.


	
  

 	
  

 	
  

 
	
  

 	
 USAA FEDERAL SAVINGS BANK

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: 

 
	
  

 	
 Title: 

 






	
  

 	
  

 	
  

 
	
  

 	
 A-2

 	
 Purchase Agreement (USAA 2009-2)

 









SCHEDULE I


REPRESENTATIONS AND WARRANTIES WITH RESPECT
TO THE RECEIVABLES


	
  

 	
  

 	
  

 
	
 (a)

 	
 Characteristics
of Receivables. Each Receivable: 

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 has been
 fully and properly executed or electronically authenticated (as defined in
 the UCC) by the Obligor thereto;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 has been
 originated or acquired directly by the Originator in accordance with its
 customary practices;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 as of the
 Closing Date is secured by a first priority validly perfected security
 interest in the Financed Vehicle in favor of the Originator, as secured
 party, or all necessary actions have been commenced that would result in a
 first priority security interest in the Financed Vehicle in favor of the
 Originator, as secured party, which security interest, in either case, is
 assignable and has been so assigned (x) by the Bank to the Purchaser and (y)
 by the Purchaser to the Issuer; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 contains
 customary and enforceable provisions such that the rights and remedies of the
 holder thereof are adequate for realization against the collateral of the
 benefits of the security;

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 provided, at
 origination, for level periodic payments which fully amortize the initial
 Outstanding Principal Balance over the original term; provided, that the amount
 of the first or last payment may be different but in no event more than three
 times the level monthly payment;

 
	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
 provides for
 interest at the Contract Rate specified in the Schedule of Receivables; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (vii)

 	
 was
 originated in the United States.

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 Individual
Characteristics. Each Receivable has the following individual characteristics
as of the Cut-Off Date: 

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 each
 Receivable is secured by a new or used automobile or light-duty truck;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 each
 Receivable has a Contract Rate of no less than 3.74% and not more than
 17.94%;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 each Receivable
 had an original term to maturity of not more than 72 months and not less than
 12 months and each Receivable has a remaining term to maturity, as of the
 Cut-Off Date, of 8 months or more;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 each
 Receivable has an Outstanding Principal Balance as of the Cut-Off Date of
 greater than or equal to $800.00;

 






	
  

 	
  

 	
  

 
	
  

 	
 Schedule I-1

 	
 Schedule I to the Purchase Agreement 

 
	
  

 	
  

 	
  (USAA 2009-2)

 













	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 no
 Receivable has a scheduled maturity date later than October 16, 2015;

 
	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
 no
 Receivable was more than 30 days past due as of the Cut-Off Date; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (vii)

 	
 as of the
 Cut-Off Date, no Receivable was noted in the records of the Servicer as being
 the subject of any pending bankruptcy or insolvency Proceeding;

 
	
  

 	
  

 	
  

 
	
  

 	
 (viii)

 	
 no
 Receivable is subject to a force-placed Insurance Policy on the related
 Financed Vehicle; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ix)

 	
 each
 Receivable is a Simple Interest Receivable; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (x)

 	
 each of the
 Receivables were selected using selection procedures that were not known or
 intended by the Bank to be adverse to the Purchaser. 

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 Schedule of Receivables.
 The information with respect to each Receivable transferred on the Closing
 Date set forth in the Schedule of Receivables was true and correct in all
 material respects as of the Cut-Off Date.

 
	
  

 	
  

 
	
 (d)

 	
 Compliance with Law. Each
 Receivable complied at the time it was originated or made, in all material
 respects with all requirements of applicable federal, state and local laws,
 and regulations thereunder, including, to the extent applicable, usury laws,
 the Federal Truth in Lending Act, the Equal Credit Opportunity Act, the Fair
 Credit Reporting Act, the Federal Trade Commission Act, the Fair Debt
 Collection Practices Act, the Fair Credit Billing Act, the Magnuson-Moss
 Warranty Act, Federal Reserve Board Regulations B and Z, the Servicemembers
 Civil Relief Act of 2003, as amended, state adaptations of the National
 Consumer Act and of the Uniform Consumer Credit Code and any other consumer
 credit, equal opportunity and disclosure laws applicable to that Receivable.

 
	
  

 	
  

 
	
 (e)

 	
 Binding Obligation. Each
 Receivable constitutes the legal, valid and binding payment obligation in
 writing of the Obligor, enforceable in all material respects by the holder
 thereof in accordance with its terms, subject, as to enforcement, to applicable
 bankruptcy, insolvency, reorganization, liquidation or other similar laws and
 equitable principles relating to or affecting the enforcement of creditors’
 rights generally.

 
	
  

 	
  

 
	
 (f)

 	
 Receivable in Force.
 Each Receivable has not been satisfied, subordinated or rescinded nor has the
 related Financed Vehicle been released from the lien granted by the
 Receivable in whole or in part.

 
	
  

 	
  

 	
  

 
	
 (g)

 	
 No Waiver. As of the Cut-Off Date, no
 provision of a Receivable has been waived.

 
	
  

 	
  

 
	
 (h)

 	
 No Default. Except
 for payment delinquencies continuing for a period of not more than 30 days as
 of the Cut-Off Date, the records of the Servicer did not disclose that any
 default, breach, violation or event permitting acceleration under the terms
 of the Receivable existed as of the Cut-Off Date or that any continuing
 condition that with notice or lapse of time, or both, would constitute a
 default, breach, violation or event 

 






	
  

 	
  

 	
  

 
	
  

 	
 Schedule I-2

 	
 Schedule I to the Purchase Agreement 

 
	
  

 	
  

 	
  (USAA 2009-2)

 













	
  

 	
  

 
	
  

 	
 permitting
 acceleration under the terms of the Receivable had arisen as of the Cut-Off
 Date.

 
	
  

 	
  

 
	
 (i)

 	
 Insurance. Each
 Receivable requires the Obligor thereunder to insure the Financed Vehicle
 under a physical damage insurance policy.

 
	
  

 	
  

 
	
 (j)

 	
 No Government Obligor. The
 Obligor on each Receivable is not the United States of America or any state
 thereof or any local government, or any agency, department, political
 subdivision or instrumentality of the United States of America or any state
 thereof or any local government.

 
	
  

 	
  

 
	
 (k)

 	
 Assignment. No
 Receivable has been originated in, or is subject to the laws of, any
 jurisdiction under which the sale, transfer, assignment, conveyance or pledge
 of such Receivable would be unlawful, void, or voidable. The Bank has not
 entered into any agreement with any Obligor that prohibits, restricts or
 conditions the assignment of the related Receivable.

 
	
  

 	
  

 
	
 (l)

 	
 Good Title. It is
 the intention of the Bank that the sale, contribution, transfer, assignment
 and conveyance herein contemplated constitute an absolute sale, contribution,
 transfer, assignment and conveyance of the Receivables and that the
 Receivables not be part of the Bank’s estate in the event of the filing of a
 bankruptcy petition by or against the Bank under any bankruptcy law. No
 Receivable has been sold, transferred, assigned, conveyed or pledged to any
 Person other than pursuant to the Transaction Documents. As of the Closing
 Date, and immediately prior to the sale and transfer herein contemplated, the
 Bank had good and marketable title to each Receivable free and clear of all
 Liens, and, immediately upon the sale and transfer thereof, the Purchaser
 will have good and marketable title to each Receivable, free and clear of all
 Liens (other than Permitted Liens).

 
	
  

 	
  

 
	
 (m)

 	
 Filings. All
 filings (including, without limitation, UCC filings) necessary in any
 jurisdiction to give the Issuer a first priority, validly perfected ownership
 interest in the Receivables (other than the Related Security with respect
 thereto), and to give the Indenture Trustee a first priority perfected
 security interest therein, will be made within ten days of the Closing Date.

 
	
  

 	
  

 
	
 (n)

 	
 Priority. The
 Receivable is not pledged, assigned, sold, subject to a security interest, or
 otherwise conveyed other than pursuant to the Transaction Documents. The Bank
 has not authorized the filing of and is not aware of any financing statements
 against the Bank or the Purchaser that include a description of collateral
 covering the Receivables other than any financing statement relating to
 security interests granted under the Transaction Documents or that have been
 terminated. The Purchase Agreement creates a valid and continuing security
 interest in the Receivable (other than the Related Security with respect
 thereto) in favor of the Purchaser which security interest is prior to all
 other Liens (other than Permitted Liens) and is enforceable as such against
 all other creditors of and purchasers and assignees from the Purchaser.

 






	
  

 	
  

 	
  

 
	
  

 	
 Schedule I-3

 	
 Schedule I to the Purchase Agreement 

 
	
  

 	
  

 	
  (USAA 2009-2)

 













	
  

 	
  

 
	
 (o)

 	
 Characterization of Receivables. Each
 Receivable constitutes either “tangible chattel paper,” “electronic chattel
 paper,” an “account,” a “promissory note” or a “payment intangible,” each as
 defined in the UCC.

 
	
  

 	
  

 
	
 (p)

 	
 One Original. With
 respect to any Receivable constituting electronic chattel paper, there is
 only one “authoritative copy” (as such term is used in Section 9-105 of the
 UCC) of the Receivable or with respect to any Receivable constituting
 tangible chattel paper for which an original executed copy exists, there is
 no more than one original executed copy of such Receivable and none of the
 instruments, tangible chattel paper or electronic chattel paper that
 constitute or evidence the Receivables has any marks or notations indicating that
 it has been pledged, assigned or otherwise conveyed to any Person other than
 to a party to the Transaction Documents.

 
	
  

 	
  

 
	
 (q)

 	
 No Defenses. The Bank has no knowledge
 either of any facts which would give rise to any right of rescission,
 set-off, counterclaim or defense, or of the same being asserted or
 threatened, with respect to any Receivable.

 
	
  

 	
  

 
	
 (r)

 	
 No Repossession. As of the Cut-Off Date, no
 Financed Vehicle shall have been repossessed.

 






	
  

 	
  

 	
  

 
	
  

 	
 Schedule I-4

 	
 Schedule I to the Purchase Agreement 

 
	
  

 	
  

 	
  (USAA 2009-2)

 









SCHEDULE II


PERFECTION REPRESENTATIONS, WARRANTIES AND
COVENANTS


          In
addition to the representations, warranties and covenants contained in the
Agreement, the Bank hereby represents, warrants and covenants to the Purchaser
as follows on the Closing Date:


General


          1.
This Agreement creates a valid and continuing security interest (as defined in
the applicable UCC) in the Receivables and the other Purchased Assets in favor
of the Purchaser, which security interest is prior to all other Liens, and is
enforceable as such against creditors of and purchasers from the Bank. 


          2.
The Receivables constitute “chattel paper” (including “electronic chattel
paper” and “tangible chattel paper”), “accounts,” “instruments” or “general
intangibles,” within the meaning of the applicable UCC. 


          3.
Each Receivable is secured by a first priority validly perfected security
interest in the related Financed Vehicle in favor of the Originator, as secured
party, or all necessary actions with respect to such Receivable have been taken
or will be taken to perfect a first priority security interest in the related
Financed Vehicle in favor of the Originator, as secured party.


Creation


          4.
Immediately prior to the sale, transfer, assignment and conveyance of a
Receivable by the Bank to the Purchaser, the Bank owned and had good and
marketable title to such Receivable free and clear of any Lien and immediately
after the sale, transfer, assignment and conveyance of such Receivable to the
Purchaser, the Purchaser will have good and marketable title to such Receivable
free and clear of any Lien. 


          5.
The related Originator has received all consents and approvals to the sale of
the Receivables hereunder to the Purchaser required by the terms of the
Receivables that constitute instruments.


Perfection


          6.
The Bank has caused or will have caused, within ten days after the effective
date of this Agreement, the filing of all appropriate financing statements in
the proper filing office in the appropriate jurisdictions under applicable law
in order to perfect the security interest in the Receivables granted to the
Purchaser hereunder; and the Servicer, in its capacity as custodian, has in its
possession the original copies of such instruments or tangible chattel paper
that constitute or evidence the Receivables, and all financing statements
referred to in this paragraph contain a statement that: “A purchase of or
security interest in any collateral described in this financing statement will
violate the rights of the Secured Party/Purchaser.”


	
  

 	
  

 	
  

 
	
  

 	
 Schedule

 	
 Schedule II to the Purchase Agreement 

 
	
  

 	
 II-1

 	
  (USAA 2009-2)

 









          7.
With respect to Receivables that constitute instruments or tangible chattel
paper, either: 


	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 All original
 executed copies of each such instrument or tangible chattel paper have been
 delivered to the Indenture Trustee; or

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Such
 instruments or tangible chattel paper are in the possession of the Servicer
 and the Indenture Trustee has received a written acknowledgment from the
 Servicer that the Servicer (in its capacity as custodian) is holding such
 instruments or tangible chattel paper solely on behalf and for the benefit of
 the Indenture Trustee; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 The Servicer
 received possession of such instruments or tangible chattel paper after the
 Indenture Trustee received a written acknowledgment from the Servicer that
 the Servicer is acting solely as agent of the Indenture Trustee.

 


Priority


          8.
The Bank has not authorized the filing of, and is not aware of, any financing
statements against the Bank that include a description of collateral covering
the Receivables other than any financing statement (i) relating to the
conveyance of the Receivables by the Bank to the Purchaser under the Purchase
Agreement, (ii) relating to the conveyance of the Receivables by the Seller to
the Issuer under the Sale and Servicing Agreement, (iii) relating to the
security interest granted to the Indenture Trustee under the Indenture or (iv)
that has been terminated.


          9.
The Bank is not aware of any material judgment, ERISA or tax lien filings
against the Bank. 


          10.
Neither the Bank nor a custodian or vaulting agent thereof holding any
Receivable that is electronic chattel paper has communicated an “authoritative
copy” (as such term is used in Section 9-105 of the UCC) of any loan agreement
that constitutes or evidences such Receivable to any Person other than the
Servicer.


          11.
None of the instruments, tangible chattel paper or electronic chattel paper
that constitute or evidence the Receivables has any marks or notations
indicating that they have been pledged, assigned or otherwise conveyed to any
Person other than the Purchaser, the Issuer or the Indenture Trustee.


Survival of Perfection Representations


          12.
Notwithstanding any other provision of the Purchase Agreement or any other
Transaction Document, the perfection representations, warranties and covenants
contained in this Schedule II shall be continuing, and remain in full
force and effect until such time as all obligations under the Transaction
Documents and the Notes have been finally and fully paid and performed.


	
  

 	
  

 	
  

 
	
  

 	
 Schedule

 	
 Schedule II to the Purchase Agreement 

 
	
  

 	
 II-2

 	
  (USAA 2009-2)

 









No Waiver


          13.
The parties to the Purchase Agreement shall provide the Rating Agencies with
prompt written notice of any material breach of the perfection representations,
warranties and covenants contained in this Schedule II, and shall
not, without satisfying the Rating Agency Condition, waive a breach of any of
such perfection representations, warranties or covenants.


	
  

 	
  

 	
  

 
	
  

 	
 Schedule

 	
 Schedule II to the Purchase Agreement 

 
	
  

 	
 II-3

 	
  (USAA 2009-2)