Exhibit 10.1


RECEIVABLES PURCHASE AGREEMENT


between


USAA FEDERAL SAVINGS BANK


as Seller


and


USAA ACCEPTANCE, LLC


as Depositor


Dated as of January 15, 2008






TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE I
 INTERPRETATION

	
 

	
1

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Section 1.01.

	
 

	
Definitions
 and Usage

	
 

	
1

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE II
 CONVEYANCE OF RECEIVABLES

	
 

	
1

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Section 2.01.

	
 

	
Conveyance
 of Receivables

	
 

	
1

	
 


	
Section 2.02.

	
 

	
The Closing

	
 

	
2

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE III
 REPRESENTATIONS AND WARRANTIES

	
 

	
2

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Section 3.01.

	
 

	
Representations
 and Warranties of the Depositor

	
 

	
2

	
 


	
Section 3.02.

	
 

	
Representations
 and Warranties of the Seller

	
 

	
4

	
 


	
Section 3.03.

	
 

	
Repurchase
 upon Breach

	
 

	
9

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE IV
 CONDITIONS

	
 

	
10

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Section 4.01.

	
 

	
Conditions
 to Obligation of the Depositor

	
 

	
10

	
 


	
Section 4.02.

	
 

	
Conditions
 to Obligation of the Seller

	
 

	
11

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE V
 COVENANTS OF THE SELLER

	
 

	
11

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Section 5.01.

	
 

	
Protection
 of Right, Title and Interest

	
 

	
11

	
 


	
Section 5.02.

	
 

	
Other Liens
 or Interests

	
 

	
12

	
 


	
Section 5.03.

	
 

	
Costs and
 Expenses

	
 

	
12

	
 


	
Section 5.04.

	
 

	
Hold
 Harmless

	
 

	
12

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE VI
 INDEMNIFICATION

	
 

	
12

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Section 6.01.

	
 

	
Indemnification

	
 

	
12

	
 


	
Section 6.02.

	
 

	
Contribution

	
 

	
14

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE VII
 MISCELLANEOUS PROVISIONS

	
 

	
15

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Section 7.01.

	
 

	
Obligations
 of Seller

	
 

	
15

	
 


	
Section 7.02.

	
 

	
Transfers
 Intended as Sale; Security Interest

	
 

	
15

	
 


	
Section 7.03.

	
 

	
Transfer to
 the Issuer

	
 

	
16

	
 


	
Section 7.04.

	
 

	
Amendment

	
 

	
16

	
 


	
Section 7.05.

	
 

	
Waivers

	
 

	
17

	
 


	
Section 7.06.

	
 

	
Notices

	
 

	
17

	
 


	
Section 7.07.

	
 

	
Costs and
 Expenses

	
 

	
17

	
 


	
Section 7.08.

	
 

	
Representations
 of the Seller and the Depositor

	
 

	
17

	
 


	
Section 7.09.

	
 

	
Confidential
 Information

	
 

	
17

	
 


	
Section 7.10.

	
 

	
Headings and
 Cross-References

	
 

	
18

	
 


	
Section 7.11.

	
 

	
GOVERNING
 LAW

	
 

	
18

	
 


	
Section 7.12.

	
 

	
Counterparts

	
 

	
18

	
 





-i-






TABLE OF CONTENTS
(continued)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Section 7.13. Third-Party Beneficiary

	
 

	
18

	
 


	
Section 7.14. No Proceedings

	
 

	
18

	
 


	
 


	
Schedule A
    Schedule of Receivables

	
 

	
 

	
 


	
Schedule B-1
 Location of Receivable Files

	
 

	
 

	
 


	
Schedule B-2
 Location of Lien Certificates

	
 

	
 

	
 





-ii-






          RECEIVABLES
PURCHASE AGREEMENT dated as of January 15, 2008 (as from time to time amended,
supplemented or otherwise modified and in effect, this “Agreement”),
between USAA FEDERAL SAVINGS BANK, a federally chartered savings association,
as seller (in such capacity, together with its permitted successors and
permitted assigns in such capacity, the “Seller”) and USAA ACCEPTANCE, LLC, a
Delaware limited liability company, as depositor (together with its successors
and permitted assigns, the “Depositor”). 


RECITALS


          WHEREAS,
the Depositor desires to purchase a portfolio of receivables and related property
consisting of motor vehicle installment loan contracts originated by the Seller
in the ordinary course of its business;


          WHEREAS,
the Seller and the Depositor wish to set forth the terms pursuant to which such
portfolio of receivables and related property are to be sold by the Seller to
the Depositor; and


          WHEREAS,
the Depositor intends, concurrently with its purchase hereunder, to convey all
of its right, title and interest in and to all of such portfolio of receivables
and related property to USAA Auto Owner Trust 2008-1, a Delaware statutory
trust (the “Issuer”) pursuant to a Sale and Servicing Agreement dated as
of January 15, 2008 (the “Sale and Servicing Agreement”), by and among
the Issuer, the Depositor and USAA Federal Savings Bank, as Seller and
Servicer, and the Issuer intends to pledge all of its right, title and interest
in and to such portfolio of receivables and related property to The Bank of New
York, as Indenture Trustee (the “Indenture Trustee”) pursuant to the
Indenture dated as of January 15, 2008 (the “Indenture”), by and between
the Issuer and the Indenture Trustee.


          NOW,
THEREFORE, in consideration of the foregoing, other good and valuable
consideration and the mutual terms and covenants contained herein, the parties
hereto agree as follows:


Article I


Interpretation


          Section
1.01. Definitions and Usage. Except as otherwise specified herein or as
the context may otherwise require, capitalized terms used but not otherwise
defined herein are defined in Appendix A to the Sale and Servicing
Agreement, which also contains rules as to usage that shall be applicable
herein.


Article II


Conveyance of Receivables


          Section
2.01. Conveyance of Receivables.


                      (a)
In consideration of the Depositor’s delivery to or upon the order of the Seller
on the Closing Date of $1,241,904,978.92 in the form of cash and delivery to or
upon the






order of the
Seller of the Class A-1 Notes and the Class B Notes (the “Purchase Price”),
the Seller does hereby irrevocably sell, transfer, assign, set over and
otherwise convey to the Depositor, without recourse (subject to the obligations
of the Seller set forth herein) all right, title, and interest of the Seller,
whether now or hereinafter acquired, in and to the Trust Property.


                      (b)
The transfer, assignment and conveyance made hereunder shall not constitute and
is not intended to result in an assumption by the Depositor of any obligation
of the Seller to the Obligors or any other Person in connection with the
Receivables and the other Trust Property or any agreement, document or
instrument related thereto.



                      (c)
The Seller and the Depositor intend that the transfer of assets by the Seller
to the Depositor pursuant to this Agreement be a sale of the ownership interest
in such assets to the Depositor, rather than the mere granting of a security
interest to secure a borrowing. In the event, however, that such transfer is
deemed not to be a sale but to be the grant of a security interest to secure a
borrowing, the Seller shall be deemed to have hereby granted to the Depositor a
security interest in all accounts, money, chattel paper (including electronic
chattel paper and tangible chattel paper), securities, instruments, documents,
deposit accounts, certificates of deposit, letters of credit, advices of
credit, banker’s acceptances, uncertificated securities, general intangibles,
contract rights, goods and other property consisting of, arising from or
relating to such Trust Property, which security interest shall be perfected and
of first priority, and this Agreement shall constitute a security agreement
under applicable law. Pursuant to the Sale and Servicing Agreement and Section
7.04 hereof, the Depositor may sell, transfer and assign to the Issuer (i) all
or any portion of the assets assigned to the Depositor hereunder, (ii) all or
any portion of the Depositor’s rights against the Seller under this Agreement
and (iii) all proceeds thereof. Such assignment may be made by the Depositor
with or without an assignment by the Depositor of its rights under this
Agreement, and without further notice to or acknowledgement from the Seller.
The Seller waives, to the extent permitted under applicable law, all claims,
causes of action and remedies, whether legal or equitable (including any right
of setoff), against the Depositor or any assignee of the Depositor relating to
such action by the Depositor in connection with the transactions contemplated
by the Sale and Servicing Agreement. 


          Section
2.02. The Closing. The sale and purchase of the Trust Property shall
take place at a closing at the office of Mayer Brown LLP, Chicago, Illinois on
the Closing Date, simultaneously with the closing under (a) the Sale and
Servicing Agreement, (b) the Indenture and (c) the Trust Agreement.


Article III


Representations and Warranties


          Section
3.01. Representations and Warranties of the Depositor. The Depositor
hereby represents and warrants as follows to the Seller and the Indenture Trustee
as of the date hereof:


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


2






                      (b)
Due Qualification. The Depositor is duly qualified to do business as a
foreign limited liability company in good standing, and has obtained all
necessary licenses and approvals in all jurisdictions where the failure to do
so would materially and adversely affect the Depositor’s ability to acquire the
Receivables or the other Trust Property or the validity or enforceability of
the Receivables or the other Trust Property.


                      (c)
Power and Authority. The Depositor has all the limited liability company
power and authority to execute, deliver and perform this Agreement and the
other Basic Documents to which it is a party and to carry out their respective
terms; the Depositor has full power and authority to sell and assign the
property to be sold and assigned to and deposited with the Issuer, and the
Depositor shall have duly authorized such sale and assignment to the Issuer by
all necessary limited liability company action; and the execution, delivery and
performance of this Agreement and the other Basic Documents to which the
Depositor is a party have been duly authorized by the Depositor by all
necessary limited liability company action.


                      (d)
Binding Obligation. This Agreement and the other Basic Documents to
which the Depositor is a party, when duly executed and delivered by the other
parties hereto and thereto, shall constitute legal, valid and binding
obligations of the Depositor, enforceable against the Depositor in accordance
with their respective terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization or similar laws now or
hereafter in effect relating to or affecting creditors’ rights generally and to
general principles of equity (whether applied in a proceeding at law or in
equity).


                      (e)
No Violation. The consummation of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof do not conflict with, result
in any breach of any of the terms and provisions of, or constitute (with or
without notice or lapse of time or both) a default under, the limited liability
company agreement of the Depositor, or any indenture, agreement or other
instrument to which the Depositor is a party or by which it is bound, or
violate any law, rules or regulation applicable to the Depositor of any court
or federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Depositor.


                      (f)
No Proceedings. There are no proceedings or investigations pending or,
to the Depositor’s knowledge, threatened against the Depositor before any
court, regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Depositor or its properties (i)
asserting the invalidity of this Agreement or any other Basic Document to which
the Depositor is a party, (ii) seeking to prevent the consummation of any of
the transactions contemplated by this Agreement or any other Basic Document to
which the Depositor is a party or (iii) seeking any determination or ruling
that might materially and adversely affect the performance by the Depositor of
its obligations under, or the validity or enforceability of, this Agreement or
any other Basic Document to which the Depositor is a party.


                      (g)
No Consents. The Depositor is not required to obtain the consent of any
other party or any consent, license, approval, registration, authorization, or
declaration of or with any governmental authority, bureau or agency in
connection with the execution, delivery, performance, validity, or enforceability
of this Agreement or any other Basic Document to which it is a party that has
not already been obtained.


3






          Section
3.02. Representations and Warranties of the Seller.


                      (a)
The Seller hereby represents and warrants as follows to the Depositor and the
Indenture Trustee as of the date hereof:


	
 

	
 


	
 

	
                         (i)
 Organization and Good Standing. The Seller is a federally chartered
 savings association duly organized and validly existing as a banking
 institution under the laws of the United States and continues to hold a valid
 certificate to do business as such, and has the power to own its assets and
 to transact the business in which it is currently engaged. The Seller is duly
 authorized to transact business and has obtained all necessary licenses and
 approvals, and is in good standing in each jurisdiction in which the
 character of the business transacted by it or any properties owned or leased
 by it requires such authorization.


	
 

	
 


	
 

	
                         (ii)
 Power and Authority. The Seller has the power and authority to make,
 execute, deliver and perform this Agreement and all of the transactions
 contemplated under this Agreement and the other Basic Documents to which the
 Seller is a party, and has taken all necessary action to authorize the
 execution, delivery and performance of this Agreement and the other Basic
 Documents to which the Seller is a party. When executed and delivered, this
 Agreement and the other Basic Documents to which the Seller is a party will
 constitute legal, valid and binding obligations of the Seller enforceable in
 accordance with their respective terms, except as enforcement of such terms
 may be limited by bankruptcy, insolvency or similar laws affecting the
 enforcement of creditors’ rights generally and by the availability of
 equitable remedies and except as enforcement of such terms may be limited by
 receivership, conservatorship and supervisory powers of bank regulatory
 agencies generally.


	
 

	
 


	
 

	
                         (iii)
 No Violation. The execution, delivery and performance by the Seller of
 this Agreement and the other Basic Documents to which the Seller is a party
 will not violate any provision of any existing state, federal or, to the best
 knowledge of the Seller, local law or regulation or any order or decree of
 any court applicable to the Seller or any provision of the articles of
 association or incorporation or the bylaws of the Seller, or constitute a
 breach of any mortgage, indenture, contract or other agreement to which the Seller
 is a party or by which the Seller may be bound or result in the creation or
 imposition of any lien upon any of the Seller’s properties pursuant to any
 such mortgage, indenture, contract or other agreement (other than this
 Agreement).


	
 

	
 


	
 

	
                         (iv)
 No Proceedings. There are no proceedings or investigations pending or,
 to the Seller’s knowledge, threatened against the Seller before any court,
 regulatory body, administrative agency or other governmental instrumentality
 having jurisdiction over the Seller or its properties (i) asserting the
 invalidity of this Agreement or any other Basic Document to which the Seller
 is a party, (ii) seeking to prevent the consummation of any of the
 transactions contemplated by this Agreement or any other Basic Document to
 which the Seller is a party or (iii) seeking any determination or ruling that
 might materially and adversely affect the performance by the Seller of its
 obligations under, or the validity or enforceability of, this Agreement or
 any other Basic Document to which the Seller is a party.





4






	
 

	
 


	
 

	
                         (v)
 Chief Executive Office. The chief executive office of the Seller is
 located at 10750 McDermott Freeway, San Antonio, Texas 78288.


	
 

	
 


	
 

	
                         (vi)
 No Consents. The Seller is not required to obtain the consent of any
 other party or any consent, license, approval, registration, authorization,
 or declaration of or with any governmental authority, bureau or agency in
 connection with the execution, delivery, performance, validity, or
 enforceability of this Agreement or any other Basic Document to which it is a
 party that has not already been obtained.


	
 

	
 


	
 

	
                         (vii)
 No Notice. The Seller represents and warrants that it acquired title
 to the Receivables and the other Trust Property in good faith, without notice
 of any adverse claim.


	
 

	
 


	
 

	
                         (viii)
 Bulk Transfer. The Seller represents and warrants that the transfer,
 assignment and conveyance of the Receivables and the other Trust Property by
 the Seller pursuant to this Agreement are not subject to the bulk transfer
 laws or any similar statutory provisions in effect in any applicable
 jurisdiction.


	
 

	
 


	
 

	
                         (ix)
 Seller Information. No certificate of an officer, statement or
 document furnished in writing or report delivered pursuant to the terms
 hereof by the Seller contains any untrue statement of a material fact or
 omits to state any material fact necessary to make the certificate,
 statement, document or report not misleading.


	
 

	
 


	
 

	
                         (x)
 Ordinary Course. The transactions contemplated by this Agreement and
 the other Basic Documents to which the Seller is a party are in the ordinary
 course of the Seller’s business.


	
 

	
 


	
 

	
                         (xi)
 Solvency. The Seller is not insolvent, nor will the Seller be made
 insolvent by the transfer of the Trust Property, nor does the Seller
 anticipate any pending insolvency.


	
 

	
 


	
 

	
                         (xii)
 Legal Compliance. The Seller is not in violation of, and the execution
 and delivery by the Seller of this Agreement and the other Basic Documents to
 which the Seller is a party and its performance and compliance with the terms
 of this Agreement and the other Basic Documents to which the Seller is a
 party will not constitute a violation with respect to, any order or decree of
 any court or any order or regulation of any federal, state, municipal or
 governmental agency having jurisdiction, which violation would materially and
 adversely affect the Seller’s condition (financial or otherwise) or
 operations or any of the Seller’s properties or materially and adversely
 affect the performance of any of its duties under the Basic Documents.


	
 

	
 


	
 

	
                         (xiii)
 Creditors. The Seller did not sell the Receivables or the other Trust
 Property to the Depositor with any intent to hinder, delay or defraud any of
 its creditors.





                      (b)
The Seller makes the following representations and warranties with respect to
the Receivables, on which the Depositor relies in accepting the Receivables and
in transferring the Receivables to the Issuer under the Sale and Servicing
Agreement, and on which


5






the Issuer
relies in pledging the same to the Indenture Trustee. Such representations and
warranties speak as of the execution and delivery of this Agreement and as of
the Transfer Date, but shall survive the sale, transfer and assignment of the
Receivables to the Depositor, the subsequent sale, transfer and assignment of
the Receivables by the Depositor to the Issuer pursuant to the Sale and
Servicing Agreement and the pledge of the Receivables by the Issuer to the
Indenture Trustee pursuant to the Indenture.


	
 

	
 


	
 

	

                         (i)
Schedule of Receivables. The information set forth in Schedule A to
this Agreement with respect to each Receivable is true and correct in all
material respects, and no selection procedures adverse to the Securityholders
have been used in selecting the Receivables from all receivables owned by the
Seller which meet the selection criteria specified herein. 


	
 

	
 


	
 

	
                         (ii)
 No Sale or Transfer. No Receivable has been sold, transferred,
 assigned or pledged by the Seller to any Person other than the Depositor.


	
 

	
 


	
 

	
                         (iii)
 Good Title. Immediately prior to the transfer and assignment of the
 Receivables to the Depositor herein contemplated, the Seller had good and
 marketable title to each Receivable free and clear of all Liens and rights of
 others; and, immediately upon the transfer thereof, the Depositor, has either
 (i) good and marketable title to each Receivable, free and clear of all Liens
 and rights of others, and the transfer has been perfected under applicable
 law or (ii) a first priority perfected security interest in each Receivable.


	
 

	
 


	
 

	

                         (iv)
Receivable Files. The Receivable Files shall be kept at one or more of
the locations specified in Schedule B-1 hereto; provided, that the Lien Certificates shall be kept at one
or more of the locations specified in Schedule B-2 hereto.  


	
 

	
 


	
 

	
                         (v)
 Characteristics of Receivables. Each Receivable (a) has been
 originated for the retail financing of a Financed Vehicle by an Obligor
 located in one of the States of the United States or the District of
 Columbia; (b) 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; and (c) provides for
 fully amortizing level scheduled monthly, semi-monthly or bi-weekly payments
 (provided that the payment in
 the last month in the life of the Receivable may be different from the level
 scheduled payment) and for accrual of interest at a fixed rate according to
 the simple interest method.


	
 

	
 


	
 

	
                         (vi)
 Compliance with Law. Each Receivable and each sale of the related
 Financed Vehicle complied at the time it was originated or made, and complies
 on and after the Cut-off Date, in all material respects with all requirements
 of applicable federal, state, and local laws, and regulations thereunder,
 including usury laws, the Federal Truth-in-Lending Act, the Equal Credit
 Opportunity Act, the Fair Credit Reporting Act, the Federal Trade Commission
 Act, the Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B and
 Z, 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 such Receivable and sale.





6






	
 

	
 


	
 

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


	
 

	
 


	
 

	
                         (viii)
 No Government Obligor. No Receivable is due from the United States of
 America or any state or from any agency, department, instrumentality or
 political subdivision of the United States of America or any state or local
 municipality and no Receivable is due from a business except to the extent
 that such receivable has a personal guaranty.


	
 

	
 


	
 

	
                         (ix)
 Security Interest in Financed Vehicle. Immediately prior to the sale
 and assignment thereof to the Depositor as herein contemplated, each
 Receivable was secured by a validly perfected first priority security
 interest in the Financed Vehicle in favor of the Seller as secured party or
 all necessary and appropriate action with respect to such Receivable had been
 taken to perfect a first priority security interest in the related Financed
 Vehicle in favor of the Seller as secured party, which security interest is
 assignable and has been so assigned by the Seller to the Depositor.


	
 

	
 


	
 

	
                         (x)
 Receivables in Force. No Receivable has been satisfied, subordinated,
 or rescinded, nor has any Financed Vehicle been released from the Lien
 granted by the related Receivable in whole or in part.


	
 

	
 


	
 

	
                         (xi)
 No Waiver. No provision of a Receivable has been waived in such a
 manner that such Receivable fails to meet all of the representations and
 warranties made by the Seller herein with respect thereto pursuant to this Section
 3.02.


	
 

	
 


	
 

	

                         (xii)
No Amendments. No Receivable has been amended except pursuant to
instruments included in the Receivable Files and no such amendment has caused
such Receivable to fail to meet all of the representations and warranties
made by the Seller herein with respect thereto pursuant to this Section 3.02. 


	
 

	
 


	
 

	
                         (xiii)
 No Defenses. As of the Cut-off Date, there are no rights of
 rescission, setoff, counterclaim, or defense, and the Seller has no knowledge
 of the same being asserted or threatened, with respect to any Receivable.


	
 

	
 


	
 

	
                         (xiv)
 No Liens. As of the Cut-off Date, no Liens or claims have been filed
 that would be Liens prior to, or equal or coordinate with, the Lien granted
 by the Receivable.


	
 

	
 


	
 

	
                         (xv)
 No Default. Except for payment defaults continuing for a period of not
 more than thirty (30) days as of the Cut-off Date, the Seller has no
 knowledge that a default, breach, violation, or event permitting acceleration
 under the terms of any Receivable exists; the Seller has no knowledge that a
 continuing condition that with notice or lapse of time would constitute a
 default, breach, violation, or event permitting acceleration under the terms
 of any Receivable exists; and the Seller has not waived any of the foregoing.





7






	
 

	
 


	
 

	
                         (xvi)
 Insurance. Each Receivable requires that the Obligor thereunder obtain
 comprehensive and collision insurance covering the Financed Vehicle.


	
 

	
 


	
 

	
                         (xvii)
 Lawful Assignment. No Receivable has been originated in, or is subject
 to the laws of, any jurisdiction under which the sale, transfer, and
 assignment of such Receivable under this Agreement is unlawful, void or
 voidable.


	
 

	
 


	
 

	
                         (xviii)
 All Filings Made. No filings (other than UCC filings which have been
 made on the Closing Date) or other actions are necessary in any jurisdiction
 to give the Issuer a first priority perfected security interest in the
 Receivables and to give the Indenture Trustee a first priority perfected
 security interest in the Receivables.


	
 

	
 


	
 

	
                         (xix)
 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 the Seller, the Issuer and the Indenture Trustee and
 the original copies of such instruments and tangible chattel paper that
 constitute or evidence the Receivables, immediately prior to the delivery
 thereof to the Servicer, as custodian for the Indenture Trustee, was in the
 possession of the Seller.


	
 

	
 


	
 

	
                         (xx)
 Authoritative Copy. Neither the Seller 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.


	
 

	
 


	
 

	
                         (xxi)
 Security. Each Receivable is secured by a new or used automobile or
 light-duty truck.


	
 

	
 


	
 

	
                         (xxii)
 Maturity of Receivables. Each Receivable has a remaining maturity, as
 of the Cut-off Date, of not less than 8 months and not more than 72 months
 and an original maturity of not less than 9 months and not more than 72
 months. No Receivable has a scheduled maturity later than January 3, 2014.


	
 

	
 


	
 

	
                         (xxiii)
 Annual Percentage Rate. Each Receivable is a fully-amortizing simple
 interest contract which bears interest at a fixed rate per annum and which
 provides for level scheduled monthly, semi-monthly or bi-weekly payments
 (except for the last payment, which may be minimally different from the level
 payments) over its respective remaining term, and is not secured by any
 interest in real estate.


	
 

	
 


	
 

	
                         (xxiv)
 No Repossessions. Each Receivable is secured by a Financed Vehicle
 that, as of the Cut-off Date, has not been repossessed without reinstatement
 of such Receivable.





8






	
 

	
 


	
 

	
                         (xxv)
 Obligor Not Subject to Bankruptcy Proceedings. Each Receivable has
 been entered into by an Obligor who has not been identified on the computer
 files of the Seller as being a debtor in any bankruptcy proceeding as of the
 Cut-off Date.


	
 

	
 


	
 

	
                         (xxvi)
 No Overdue Payments. No Receivable has any payment that is more than
 thirty (30) days past due as of the Cut-off Date.


	
 

	
 


	
 

	
                         (xxvii)
 Chattel Paper. The Receivables constitute either “electronic chattel
 paper” or “tangible chattel paper” within the meaning of UCC Section 9-102.


	
 

	
 


	
 

	
                         (xxviii)
 Remaining Principal Balance. Each Receivable had a remaining principal
 balance, as of the Cut-off Date, of at least $800.00.





          Section
3.03. Repurchase upon Breach. Upon discovery by or notice to the
Depositor or Seller of a breach of any of the representations and warranties
set forth in Section 3.02(b) 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 Seller (if the
Seller is the Servicer) of such breach; provided,
further, that the failure to give
such notice shall not affect any obligation of Seller hereunder. If Seller does
not correct or cure such breach prior to the end of the Collection Period which
includes the 60th day (or, if Seller elects, an earlier date) after the date
that Seller became aware or was notified of such breach, then Seller shall
purchase any Receivable materially and adversely affected by such breach from
the Depositor 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 Depositor
(or its assignee) to collect, receive and retain timely payment in full on such
Receivable, including any Liquidation Proceeds. Any such purchase by Seller
shall be at a price equal to the Purchase Amount (less any Liquidation Proceeds
deposited, or to be deposited, in the Collection Account with respect to such
Receivable pursuant to Section 3.3 of the Sale and Servicing Agreement).
In consideration for such repurchase, Seller shall make (or shall cause to be
made) a payment to the Depositor equal to the Purchase Amount (less any
Liquidation Proceeds deposited, or to be deposited, in the Collection Account,
with respect to such Receivables, pursuant to Section 3.3 of the Sale
and Servicing Agreement) 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 Purchase Amount (less any Liquidation Proceeds deposited, or to be
deposited, in the Collection Account, with respect to such Receivables,
pursuant to Section 3.3 of the Sale and Servicing Agreement) by Seller, the
Depositor shall release and shall execute and deliver such instruments of
release, transfer or assignment, in each case without recourse or
representation, as shall be reasonably necessary to vest in Seller or its
designee any Receivable repurchased pursuant hereto. It is understood and agreed
that the obligation of Seller to purchase any Receivable as described above
shall constitute the sole remedy respecting such breach available to the
Depositor. 


9






Article IV


Conditions


          Section
4.01. Conditions to Obligation of the Depositor. The obligation of the
Depositor to purchase the Receivables is subject to the satisfaction of the
following conditions:


                      (a)
Representations and Warranties True. The representations and warranties
of the Seller hereunder shall be true and correct in all material respects on
the Transfer Date with the same effect as if then made, and the Seller shall
have performed all obligations to be performed by it hereunder on or prior to
the Transfer Date.


                      (b)
Computer Files Marked. The Seller shall, at its own expense, on or prior
to the Transfer Date, indicate in its computer files that the Receivables have
been sold to the Depositor pursuant to this Agreement and deliver to the
Depositor the Schedule of Receivables, certified by the Seller’s President,
Vice President or Treasurer to be true, correct and complete.


                      (c)
Documents to be Delivered by the Seller on the Transfer Date:


	
 

	
 


	
 

	

                         (i)
Evidence of UCC Filing. On the Closing Date, the Seller shall record
and file, at its own expense, a UCC-1 financing statement in the State of
Texas, naming the Seller as seller, and naming the Depositor as secured
party, describing the Receivables and the other assets assigned to the
Depositor pursuant to Section 2.01, meeting the requirements of the laws of
such jurisdiction and in such manner as is necessary to perfect the sale,
transfer, assignment and conveyance of the Receivables and such other assets
to the Depositor. The financing statement referenced above will contain a
statement to the following effect “A purchase of or security interest in any
collateral described in this financing statement will violate the rights of
the Secured Party”. The Seller shall deliver to the Depositor a file-stamped
copy or other evidence satisfactory to the Depositor of such filing as soon
as available following such recordation or filing. 


	
 

	
 


	
 

	
                         (ii)
 Opinions of Seller’s Counsel. On or prior to the Closing Date, the
 Depositor shall have received the opinions of counsel to the Seller, in form
 and substance satisfactory to the Depositor, as to the matters as the
 Depositor has heretofore requested or may reasonably request.


	
 

	
 


	
 

	
                         (iii)
 Other Documents. Such other documents as the Depositor may reasonably
 request.





                      (d)
Other Transactions. The transactions contemplated by the Sale and
Servicing Agreement, the Indenture and the Trust Agreement to be consummated on
the Transfer Date shall be consummated on such date.


          Section
4.02. Conditions to Obligation of the Seller. The obligation of the
Seller to sell the Receivables to the Depositor is subject to the satisfaction
of the following conditions:


                      (a)
Representations and Warranties True. The representations and warranties
of the Depositor hereunder shall be true and correct on the Transfer Date with
the same effect as


10






if then made,
and the Depositor shall have performed all obligations to be performed by it
hereunder on or prior to the Transfer Date.



                      (b)
Receivables Purchase Price. On the Transfer Date, the Depositor shall
have delivered to the Seller the purchase price specified in Section 2.01
hereof. 


                      (c)
Opinion of Counsel. The Depositor shall have furnished to the Seller an
Opinion of Counsel, dated the Closing Date, in form and substance reasonably
satisfactory to the Seller.


                      (d)
Other Transactions. The transactions contemplated by the Sale and Servicing
Agreement, the Indenture and the Trust Agreement to be consummated on the
Transfer Date shall be consummated on such date.


Article V


Covenants of the Seller


          The
Seller agrees with the Depositor and the Indenture Trustee as follows:


          Section
5.01. Protection of Right, Title and Interest.


                      (a)
Filings. The Seller shall cause at its own expense all financing
statements and continuation statements and any other necessary documents
covering the right, title and interest of the Seller, the Depositor, the Trust
and the Indenture Trustee, respectively, in and to the Receivables and the
other property included in the Trust Estate to be promptly filed and at all
times to be kept recorded, registered and filed, all in such manner and in such
places as may be required by law fully to preserve and protect the right, title
and interest of the Depositor hereunder, the Trust under the Sale and Servicing
Agreement and the Indenture Trustee under the Indenture in and to the Receivables
and the other property included in the Trust Property. The Seller shall deliver
to the Depositor and the Indenture Trustee file stamped copies of, or filing
receipts for, any document recorded, registered or filed as provided above, as
soon as available following such recordation, registration or filing. The
Depositor shall cooperate fully with the Seller in connection with the
obligations set forth above and will execute any and all documents reasonably
required to fulfill the intent of this paragraph.



                      (b)
Name Change. If the Seller makes any change in its name, identity or
corporate structure that would make any financing statement or continuation
statement filed in accordance with paragraph (a) above seriously misleading
within the applicable provisions of the UCC or any title statute or if the
Seller changes the jurisdiction under whose laws it is formed, the Seller shall
give the Depositor, the Indenture Trustee and the Owner Trustee written notice
thereof at least 10 days prior to such change and shall promptly file such
financing statements or amendments as may be necessary to continue the
perfection of the Depositor’s interest in the property conveyed pursuant to
Section 2.01.  


          Section
5.02. Other Liens or Interests. Except for the conveyances hereunder and
pursuant to the Basic Documents, the Seller shall not sell, pledge, assign or
transfer to any Person, or grant, create, incur, assume, or suffer to exist any
Lien on, or any interest in, to or


11






under the Receivables,
and the Seller shall defend the right, title and interest of the Depositor, the
Trust and the Indenture Trustee in, to and under the Receivables against all
claims of third parties claiming through or under the Seller.


          Section
5.03. Costs and Expenses. The Seller agrees to pay all reasonable costs
and disbursements in connection with the perfection, as against all third
parties claiming through or under the Seller, of the Depositor’s, the Issuer’s
and the Indenture Trustee’s right, title and interest in and to the Receivables
and the other property included in the Trust Property.


          Section
5.04. Hold Harmless. The Seller shall protect, defend, indemnify and
hold the Depositor, the Issuer and their respective assigns and their employees,
officers, directors and agents harmless from and against all losses,
liabilities, claims and damages of every kind and character, including any
legal or other expenses reasonably incurred, as incurred, resulting from or
relating to or arising out of (i) the inaccuracy, nonfulfillment or breach of
any representation, warranty, covenant or agreement made by the Seller in this
Agreement, (ii) any legal action, including, without limitation, any
counterclaim, that has either been settled by the litigants or has proceeded to
judgment by a court of competent jurisdiction, in either case to the extent it
is based upon alleged facts that, if true, would constitute a breach of any
representation, warranty, covenant or agreement made by the Seller in this Agreement,
(iii) any actions or omissions of the Seller occurring prior to the Transfer
Date with respect to any of the Receivables or Financed Vehicles or (iv) any
failure of a Receivable to be originated in compliance with all applicable
requirements of law. These indemnity obligations shall be in addition to any
obligation that the Seller may otherwise have.


Article VI


Indemnification


          Section
6.01. Indemnification. 


                      (a)
The Seller agrees to indemnify and hold harmless the Depositor, each of its
respective directors, each officer of the Depositor who signed the Registration
Statement, and each person or entity who controls the Depositor or any such
person, within the meaning of Section 15 of the Securities Act, against any and
all losses, claims, damages or liabilities, joint and several, to which the
Depositor, or any such person or entity may become subject, under the
Securities Act or otherwise, and will reimburse the Depositor, and each such
controlling person for any legal or other expenses reasonably incurred by the
Depositor or such controlling person in connection with investigating or
defending any such loss, claims, damages or liabilities insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact made by the Seller contained in the Preliminary Prospectus Supplement or
Prospectus Supplement or any amendment or supplement to the Preliminary Prospectus
Supplement or Prospectus Supplement or the omission or the alleged omission to
state therein a material fact necessary in order to make the statements in the
Preliminary Prospectus Supplement or Prospectus Supplement or any amendment or
supplement to the Preliminary Prospectus Supplement or Prospectus Supplement,
in the light of the circumstance under which they were made, not misleading,
but, in each case, only to the extent that such untrue statement or alleged
untrue statement or omission or alleged


12






omission
relates to the information contained in the Prospectus Supplement under the
captions: “Summary of Terms of the Notes—Composition of the Receivables”; “Risk
Factors”; and “The Receivables Pool”; and in the Base Prospectus under the
caption “The Bank’s Portfolio of Motor Vehicle Loans” (such information, the
“Seller Information”). This indemnity agreement will be in addition to any
liability which the Seller may otherwise have to the Depositor or any Affiliate
thereof pursuant to Section 5.04 of this Agreement or otherwise.  


                      (b)
The Depositor agrees to indemnify and hold harmless the Seller and each Person
who controls the Seller within the meaning of Section 15 of the Securities Act
against any and all losses, claims, damages or liabilities, joint and several,
to which the Seller, or any such person or entity may become subject, under the
Securities Act or otherwise, and will reimburse the Seller and each such
controlling Person for any legal or other expenses reasonably incurred by the
Seller or such controlling Person in connection with investigating or defending
any such losses, claims, damages or liabilities insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon (i) any untrue statement or alleged untrue statement of material
fact contained in the Registration Statement or any amendment or supplement
thereto or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading or (ii) any untrue statement or alleged untrue statement of any
material fact contained in the Preliminary Prospectus Supplement, Prospectus
Supplement or the Prospectus or any amendment or supplement to the Preliminary
Prospectus Supplement, Prospectus Supplement or the Prospectus or the omission
or the alleged omission to state therein a material fact necessary in order to
make the statements in the Preliminary Prospectus Supplement, Prospectus
Supplement or the Prospectus or any amendment or supplement to the Prospectus
Supplement, in the light of the circumstances under which they were made, not
misleading, but only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission relates to the information contained
in the Preliminary Prospectus Supplement, Prospectus Supplement or the
Prospectus other than the Seller Information. This indemnity agreement will be
in addition to any liability which the Depositor may otherwise have.


                      (c)
Promptly after receipt by any indemnified party under this Article VI of
notice of any claim or the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against any indemnifying
party under this Article VI, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that the failure to
notify an indemnifying party shall not relieve it from any liability which it
may have under this Article VI except to the extent it has been
materially prejudiced by such failure; provided,
further, that the failure to notify any indemnifying party shall not
relieve it from any liability which it may have to any indemnified party
otherwise than under this Article VI.


          If
any such claim or action shall be brought against an indemnified party, and it
shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. After notice
from the indemnifying party to the indemnified party of its election to assume
the defense of such claim or action, the indemnifying party shall not be liable
to the indemnified party under this Article VI for any legal or other
expenses subsequently incurred by


13






the
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.


          Any
indemnified party shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless: (i) the
employment thereof has been specifically authorized by the indemnifying party
in writing; (ii) such indemnified party shall have been advised by such counsel
that there may be one or more legal defenses available to it which are
different from or additional to those available to the indemnifying party and
in the reasonable judgment of such counsel it is appropriate for such
indemnified party to employ separate counsel; or (iii) the indemnifying party
has failed to assume the defense of such action and employ counsel reasonably
satisfactory to the indemnified party, in which case, if such indemnified party
notifies the indemnifying party in writing that it elects to employ separate
counsel at the expense of the indemnifying party, the indemnifying party shall
not have the right to assume the defense of such action on behalf of such
indemnified party, it being understood, however, the indemnifying party shall
not, in connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys (in addition to local
counsel) at any time for all such indemnified parties, which firm shall be
designated in writing by the Depositor, if the indemnified parties under this Article
VI consist of the Depositor, or by the Seller, if the indemnified parties
under this Article VI consist of the Seller.


          Each
indemnified party, as a condition of the indemnity agreements contained in Section
6.01(a) and (b), shall use its commercially reasonable efforts to
cooperate with the indemnifying party in the defense of any such action or
claim. An indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.


          Section
6.02. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
this Article VI is for any reason held to be unenforceable although applicable
in accordance with its terms, the Seller, on the one hand, and the Depositor,
on the other, shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by said indemnity agreement
incurred by the Seller and the Depositor in such proportions as shall be
appropriate to reflect the relative benefits received by the Seller on the one
hand and the Depositor on the other from the sale of the Receivables such that
the Depositor is responsible for that portion represented by the underwriting
discount set forth on the cover page of the Prospectus Supplement, and the
Seller shall be responsible for the balance; provided,
however, that no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any Person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 6.02, each Person, if
any, who controls the Depositor within the meaning of Section 15 of the
Securities Act shall have the same rights to contribution as the 


14






Depositor and
each Person, if any, who controls the Seller within the meaning of Section 15
of the Securities Act shall have the same rights to contribution as the Seller.
Notwithstanding anything in this Section 6.02 to the contrary, the Depositor
shall not be required to contribute an amount in excess of the amount of the
underwriting discount appearing on the cover page of the Prospectus Supplement. 


Article VII


Miscellaneous Provisions


          Section
7.01. Obligations of Seller. The obligations of the Seller under this
Agreement shall not be affected by reason of any invalidity, illegality or
irregularity of any Receivable.


          Section
7.02. 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 accounting and all other
purposes. It is further the intention of the parties hereto that the
Receivables and related Trust Property shall not be part of Seller’s estate in
the event of a bankruptcy or insolvency of Seller. The sales and transfers by
Seller of the Receivables and related Trust Property hereunder are and shall be
without recourse to, or representation or warranty (express or implied) by,
Seller, except as otherwise specifically provided herein. The limited rights of
recourse specified herein against Seller 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
Trust Property are held to be property of Seller, or if for any reason this
Agreement is held or deemed to create indebtedness or a security interest in
the Receivables and other Trust Property, 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 2.01 shall be deemed to be a
 grant by Seller of, and Seller hereby grants to the Depositor, 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 Trust Property, to secure such indebtedness and the
 performance of the obligations of Seller hereunder;


	
 

	
 


	
 

	
                         (iii) The
 possession by the Depositor 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





15





	
 

	
 


	
 

	
                    (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 Depositor for the purpose of perfecting such
  security interest under applicable law.





          Section
7.03. Transfer to the Issuer. The Seller acknowledges and agrees that
(1) the Depositor will, pursuant to the Sale and Servicing Agreement, transfer
and assign the Receivables and assign its rights under this Agreement with
respect thereto to the Issuer and, pursuant to the Indenture, the Issuer will
pledge the Receivables to the Indenture Trustee, and (2) the representations
and warranties contained in this Agreement and the rights of the Depositor
under this Agreement, including under Section 3.03, are intended to
benefit the Issuer, the Indenture Trustee, the Noteholders and the
Certificateholder. The Seller hereby consents to such transfers and assignments
and agrees that enforcement of a right or remedy hereunder by the Indenture
Trustee, the Owner Trustee or the Issuer shall have the same force and effect
as if the right or remedy had been enforced or executed by the Depositor.


          Section
7.04. Amendment. This Agreement may be amended from time to time, with
prior written notice to the Rating Agencies, but without the consent of the
Noteholders or the Certificateholders, by a written amendment duly executed and
delivered by the Seller and the Depositor, 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 Noteholders or
Certificateholders; provided that
(i) such amendment shall not, as evidenced by an Opinion of Counsel or an
Officer’s Certificate, materially and adversely affect the interest of any
Noteholder or Certificateholder and (ii) the person requesting the amendment
obtains a letter from the Rating Agencies stating that the amendment would not
result in the downgrading or withdrawal of the ratings then assigned to the
Notes. This Agreement may also be amended by the Seller and the Depositor, with
the prior written notice to the Rating Agencies and the prior written consent
of (a) the Holders of Notes evidencing at least a majority of (i) the
Outstanding principal amount of the Class A-1 Notes, (ii) the Outstanding
principal amount of the Class A-2 Notes, (iii) the Outstanding principal amount
of the Class A-3 Notes, (iv) the Outstanding principal amount of the Class A-4
Notes and (v) the Outstanding principal amount of the Class B Notes, and (b)
the Certificateholders of Certificates evidencing at least a majority of the
Percentage Interests (excluding, for purposes of this Section 7.04,
Certificates held by the Seller, the Depositor or any of their respective
Affiliates) for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying
in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such
amendment
may (i) increase or reduce in any manner the amount of, or accelerate or delay
the timing of, collections of payments on Receivables or distributions that
shall be required to be made for the benefit of any Noteholders or
Certificateholders or (ii) reduce the aforesaid majority requirement that is
required to consent to any such amendment, without the consent of the Holders of
all the outstanding Notes and Certificates. 


          Section
7.05. Waivers. No failure or delay on the part of the Depositor, the
Issuer or the Indenture Trustee in exercising any power, right or remedy under
this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or remedy preclude any other or
further exercise thereof or the exercise of any other power, right or remedy.


16






          Section
7.06. Notices. All demands, notices and communications under this
Agreement shall be in writing, personally delivered, faxed and followed by
first class mail, or mailed by certified mail, return receipt requested, and
shall be deemed to have been duly given upon receipt (a) in the case of the
Depositor, to 9830 Colonnade Blvd., Suite 600, San Antonio, Texas 78230,
Attention: Vice President, Legal Counsel; (b) in the case of the Servicer,
Administrator and Custodian, to 10750 McDermott Freeway, San Antonio, Texas
78288, Attention: Mike Broker, Vice President, (c) in the case of the Seller,
10750 McDermott Freeway, San Antonio, Texas 78288, Attention: Mike Broker, Vice
President; (d) in the case of the Issuer or the Owner Trustee, at the Corporate
Trust Office (as defined in the Trust Agreement); (e) in the case of Moody’s
Investors Service, Inc., at the following address: Moody’s Investors Service,
Inc., ABS Monitoring Department, 99 Church Street, New York, New York 10007,
and (f) in the case of Standard & Poor’s Ratings Services, a division of
The McGraw-Hill Companies, Inc., at the following address: Standard &
Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., 55 Water
Street, 40th Floor, New York, New York 10041, Attention: Asset Backed
Surveillance Department; or, as to each of the foregoing, at such other address
as shall be designated by written notice to the other parties.


          Section
7.07. Costs and Expenses. The Seller shall pay all expenses incident to
the performance of its obligations under this Agreement and the Seller agrees
to pay all reasonable out-of-pocket costs and expenses of the Depositor, in
connection with the perfection of the Depositor’s, the Issuer’s and the
Indenture Trustee’s right, title and interest in and to the Receivables and the
enforcement of any obligation of the Seller hereunder as contemplated by the
Basic Documents.


          Section
7.08. Representations of the Seller and the Depositor. The respective
agreements, representations, warranties and other statements by the Seller and
the Depositor set forth in or made pursuant to this Agreement shall remain in
full force and effect and will survive the closing under Section 2.02
and the transfers and assignments referred to in Section 7.03.


          Section
7.09. Confidential Information. The Depositor agrees that it will
neither use nor disclose to any Person the names and addresses of the Obligors
or any other personally identifiable information of an Obligor, except in
connection with the enforcement of the Depositor’s rights hereunder, under the
Receivables, under the Sale and Servicing Agreement or any other Basic
Document, or as required by any of the foregoing or by law.


          Section
7.10. Headings and Cross-References. The various headings in this
Agreement are included for convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement. References in this Agreement
to section names or numbers are to such Sections of this Agreement.


          Section
7.11. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS OF
LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


17






          Section
7.12. Counterparts. This Agreement may be executed in counterparts, each
of which shall be an original, but all of which together shall constitute one
and the same instrument.


          Section
7.13. Third-Party Beneficiary. The Indenture Trustee is an express
third-party beneficiary of this Agreement and shall be entitled to enforce the
provisions of this Agreement as if it were a party hereto.


          Section
7.14. No Proceedings. So long as this Agreement is in effect, and for
one year plus one day following its termination, (i) each of the Seller and the
Depositor agrees that it will not file any involuntary petition or otherwise
institute any bankruptcy, reorganization arrangement, insolvency or liquidation
proceeding or other proceedings under any federal or state bankruptcy law or
similar law against the Trust and (ii) the Seller agrees that it will not file
any involuntary petition or otherwise institute any bankruptcy, reorganization
arrangement, insolvency or liquidation proceeding or other proceedings under
any federal or state bankruptcy law or similar law against the Depositor.


[Signatures Follow]


18






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


	
 

	
 

	
 

	
 

	
 


	
 

	
USAA FEDERAL
  SAVINGS BANK, as Seller


	
 

	
 


	
 

	
By: 

	
/s/ Edwin T.
  McQuiston


	
 

	
 

	



	
 

	
Name: 

	
Edwin T.
  McQuiston


	
 

	
Title: 

	
Senior Vice
  President





S-1






	
 

	
 

	
 

	
 

	
 


	
 

	
USAA
  ACCEPTANCE, LLC, as Depositor


	
 

	
 


	
 

	
By: 

	
/s/ David K.
  Kimball


	
 

	
 

	



	
 

	
Name: 

	
David K.
  Kimball


	
 

	
Title: 

	
Assistant
  Vice President





S-2






SCHEDULE A


Schedule of Receivables


[On file with the Indenture Trustee]






	
 


	
SCHEDULE B-1


	
 


	
Location of Receivable Files


	
 


	
c/o USAA
  Federal Savings Bank


	
10750
  McDermott Freeway


	
San Antonio,
  TX 78288










	
 


	
SCHEDULE B-2


	
 


	
Location of Lien Certificates


	
 


	
FDI
  Consulting, Inc.


	
1610 Arden
  Way, Suite 145


	
Sacramento,
  CA 95815