Exhibit 10.2


SALE AND SERVICING AGREEMENT


among


USAA AUTO OWNER TRUST 2008-1,

as Issuer,


USAA ACCEPTANCE, LLC,

as Depositor,


and


USAA FEDERAL SAVINGS BANK,

as Seller and Servicer


Dated as of January 15, 2008






TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 


	
ARTICLE I 

	
DEFINITIONS
 AND USAGE

	
1


	
 


	
ARTICLE II 

	
TRUST
 PROPERTY

	
1


	
 

	
SECTION 2.1

	
Conveyance
 of Trust Property; Intent of the Parties

	
 

	
1


	
 

	
SECTION 2.2

	
Representations
 and Warranties of the Depositor regarding the Receivables

	
 

	
2


	
 

	
SECTION 2.3

	
Repurchase
 Upon Breach

	
 

	
5


	
 

	
SECTION 2.4

	
Custody of
 Receivable Files

	
 

	
6


	
 

	
SECTION 2.5

	
Duties of
 Servicer as Custodian

	
 

	
7


	
 

	
SECTION 2.6

	
Instructions;
 Authority to Act

	
 

	
8


	
 

	
SECTION 2.7

	
Custodian’s
 Indemnification

	
 

	
8


	
 

	
SECTION 2.8

	
Effective
 Period and Termination

	
 

	
8


	
 


	
ARTICLE III 

	
ADMINISTRATION
 AND SERVICING OF RECEIVABLES AND TRUST PROPERTY

	
9


	
 


	
 

	
SECTION 3.1

	
Duties of
 Servicer

	
 

	
9


	
 

	
SECTION 3.2

	
Collection
 of Receivable Payments

	
 

	
9


	
 

	
SECTION 3.3

	
Realization
 Upon Receivables

	
 

	
10


	
 

	
SECTION 3.4

	
Allocations
 of Collections

	
 

	
11


	
 

	
SECTION 3.5

	
Maintenance
 of Security Interests in Financed Vehicles

	
 

	
11


	
 

	
SECTION 3.6

	
Covenants of
 Servicer

	
 

	
11


	
 

	
SECTION 3.7

	
Purchase of
 Receivables Upon Breach

	
 

	
11


	
 

	
SECTION 3.8

	
Servicer
 Fees

	
 

	
12


	
 

	
SECTION 3.9

	
Servicer’s
 Certificate

	
 

	
12


	
 

	
SECTION 3.10

	
Annual Statement
 as to Compliance; Item 1122 Servicing Criteria Assessment; Notice of Event of
 Servicing Termination

	
 

	
13


	
 

	
SECTION 3.11

	
Annual
 Independent Registered Public Accountant’s Report

	
 

	
14


	
 

	
SECTION 3.12

	
Access to
 Certain Documentation and Information Regarding Receivables

	
 

	
15


	
 

	
SECTION 3.13

	
Servicer
 Expenses

	
 

	
15


	
 

	
SECTION 3.14

	
[Reserved]

	
 

	
15


	
 

	
SECTION 3.15

	
1934 Act
 Filings; Sarbanes-Oxley Act Requirements

	
 

	
15


	
 


	
ARTICLE IV 

	
DISTRIBUTIONS;
 RESERVE ACCOUNT; STATEMENTS TO NOTEHOLDERS AND CERTIFICATEHOLDERS

	
15





i






TABLE OF CONTENTS
(continued)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
SECTION 4.1

	
Accounts

	
 

	
15


	
 

	
SECTION 4.2

	
Collections

	
 

	
16


	
 

	
SECTION 4.3

	
Application
 of Collections

	
 

	
17


	
 

	
SECTION 4.4

	
Advances

	
 

	
17


	
 

	
SECTION 4.5

	
Additional
 Deposits

	
 

	
18


	
 

	
SECTION 4.6

	
Distributions

	
 

	
18


	
 

	
SECTION 4.7

	
Reserve
 Account

	
 

	
22


	
 

	
SECTION 4.8

	
Net Deposits

	
 

	
24


	
 

	
SECTION 4.9

	
Statements
 to Noteholders and Certificateholders

	
 

	
24


	
 


	
ARTICLE V 

	
THE
 DEPOSITOR

	
25


	
 


	
 

	
SECTION 5.1

	
Representations,
 Warranties and Covenants of Depositor

	
 

	
25


	
 

	
SECTION 5.2

	
Liability of
 Depositor; Indemnities

	
 

	
27


	
 

	
SECTION 5.3

	
Merger or
 Consolidation of, or Assumption of the Obligations of Depositor

	
 

	
28


	
 

	
SECTION 5.4

	
Limitation
 on Liability of Depositor and Others

	
 

	
28


	
 

	
SECTION 5.5

	
Depositor
 May Own Notes or Certificates

	
 

	
28


	
 


	
ARTICLE VI 

	
THE SERVICER

	
28


	
 


	
 

	
SECTION 6.1

	
Representations
 of Servicer

	
 

	
28


	
 

	
SECTION 6.2

	
Indemnities
 of Servicer

	
 

	
30


	
 

	
SECTION 6.3

	
Merger or
 Consolidation of, or Assumption of the Obligations of Servicer

	
 

	
31


	
 

	
SECTION 6.4

	
Limitation
 on Liability of Servicer and Others

	
 

	
31


	
 

	
SECTION 6.5

	
Delegation
 of Duties

	
 

	
32


	
 

	
SECTION 6.6

	
Servicer Not
 to Resign as Servicer

	
 

	
32


	
 

	
SECTION 6.7

	
Servicer May
 Own Notes or Certificates

	
 

	
32


	
 


	
ARTICLE VII 

	
SERVICING
 TERMINATION

	
33


	
 


	
 

	
SECTION 7.1

	
Events of
 Servicing Termination

	
 

	
33


	
 

	
SECTION 7.2

	
Appointment
 of Successor Servicer

	
 

	
34


	
 

	
SECTION 7.3

	
Repayment of
 Advances

	
 

	
35


	
 

	
SECTION 7.4

	
Notification
 to Noteholders and Certificateholders

	
 

	
35


	
 

	
SECTION 7.5

	
Waiver of
 Past Events of Servicing Termination

	
 

	
35





ii






TABLE OF CONTENTS
(continued)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE VIII

	
TERMINATION

	
36


	
 


	
 

	
SECTION 8.1

	
Optional
 Purchase of All Receivables

	
 

	
36


	
 

	
SECTION 8.2

	
Succession
 Upon Satisfaction and Discharge of Indenture

	
 

	
36


	
 


	
ARTICLE IX 

	
MISCELLANEOUS
 PROVISIONS

	
36


	
 


	
 

	
SECTION 9.1

	
Amendment

	
 

	
36


	
 

	
SECTION 9.2

	
Protection
 of Title to Trust Property

	
 

	
38


	
 

	
SECTION 9.3

	
Counterparts

	
 

	
39


	
 

	
SECTION 9.4

	
GOVERNING
 LAW

	
 

	
39


	
 

	
SECTION 9.5

	
Notices

	
 

	
40


	
 

	
SECTION 9.6

	
Severability
 of Provisions

	
 

	
40


	
 

	
SECTION 9.7

	
Assignment

	
 

	
40


	
 

	
SECTION 9.8

	
Further
 Assurances

	
 

	
40


	
 

	
SECTION 9.9

	
No Waiver;
 Cumulative Remedies

	
 

	
41


	
 

	
SECTION 9.10

	
Third-Party
 Beneficiaries

	
 

	
41


	
 

	
SECTION 9.11

	
Actions by
 Noteholders or Certificateholders

	
 

	
41


	
 

	
SECTION 9.12

	
Limitation
 of Liability of Owner Trustee and Indenture Trustee

	
 

	
41


	
 

	
SECTION 9.13

	
Savings
 Clause

	
 

	
42


	
 


	
ARTICLE X 

	
EXCHANGE ACT
 REPORTING

	
43


	
 


	
 

	
SECTION 10.1

	
Further
 Assurances

	
 

	
43


	
 

	
SECTION 10.2

	
Form 10-D
 Filings

	
 

	
43


	
 

	
SECTION 10.3

	
Form 8-K
 Filings

	
 

	
43


	
 

	
SECTION 10.4

	
Form 10-K
 Filings

	
 

	
44


	
 

	
SECTION 10.5

	
Report on
 Assessment of Compliance and Attestation

	
 

	
44


	
 

	
SECTION 10.6

	
Back-up
 Sarbanes-Oxley Certification

	
 

	
45


	
 

	
SECTION 10.7

	
Use of
 Subcontractors

	
 

	
45


	
 

	
SECTION 10.8

	
Representations
 and Warranties

	
 

	
46


	
 

	
SECTION 10.9

	
Indemnification

	
 

	
46


	
 

	
SECTION
 10.10

	
Amendments

	
 

	
47








	
 

	
 

	
 


	
Schedule A 

	
Schedule of
 Receivables

	
A-1


	
Schedule B-1
 

	
Location of
 Receivable Files

	
B-1


	
Schedule B-2
 

	
Location of
 Lien Certificates

	
B-2





iii






TABLE OF CONTENTS
(continued)


	
 

	
 

	
 


	
 

	
 

	
Page


	
 

	
 

	
 


	
Appendix A

	
Definitions
 and Usage

	
Appendix A-1


	
Appendix B

	
Item 1119
 Parties

	
Appendix B-1


	
Appendix C

	
Minimum
 Servicing Criteria Assessment

	
Appendix C-1


	
Appendix D

	
Performance
 Certification (Trustee/Reporting Subcontractor)

	
Appendix D-1


	
Appendix E

	
Performance
 Certification (Servicer)

	
Appendix E-1





iv






          SALE
AND SERVICING AGREEMENT, dated as of January 15, 2008 (as from time to time
amended, supplemented or otherwise modified and in effect, this “Agreement”),
among USAA AUTO OWNER TRUST 2008-1, a Delaware statutory trust (the “Issuer”),
USAA ACCEPTANCE, LLC, a Delaware limited liability company (the “Depositor”)
and USAA FEDERAL SAVINGS BANK, a federally chartered savings association, as
seller of the Receivables to the Depositor (in such capacity, the “Seller”)
and servicer (in such capacity, the “Servicer”). Each of The Bank of New
York (the “Indenture Trustee”) and Wells Fargo Delaware Trust Company
(the “Owner Trustee”) join in this Agreement to agree to perform each of
its respective duties as Indenture Trustee and Owner Trustee, respectively, as
are specifically set forth in this Agreement.


          WHEREAS,
the Issuer 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 is concurrently selling such portfolio of receivables and related
property to the Depositor pursuant to the Receivables Purchase Agreement, and
the Depositor is willing to sell such portfolio of receivables and related
property to the Issuer; and


          WHEREAS,
the Servicer is willing to service such receivables on behalf of the Issuer.


          NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:


ARTICLE I


DEFINITIONS AND USAGE


          Except
as otherwise specified herein or as the context may otherwise require,
capitalized terms used but not otherwise defined herein are defined in Appendix
A hereto, which also contains rules as to usage that shall be applicable
herein.


ARTICLE II


TRUST PROPERTY


          SECTION
2.1 Conveyance of Trust Property; Intent of the Parties. In
consideration of the Issuer’s delivery to, or upon the order of, the Depositor
of the Notes and the Certificates, the Depositor does hereby irrevocably sell,
transfer, assign and otherwise convey to the Issuer (i) without recourse
(subject to the obligations herein) all right, title and interest of the
Depositor, whether now owned or hereafter acquired, in and to the Trust
Property and (ii) funds in the amount of the Reserve Initial Deposit. The sale,
transfer, assignment and conveyance made hereunder shall not constitute and is
not intended to result in an assumption by the Issuer of any obligation of the
Depositor 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. The Depositor and the Issuer intend that the sale,
transfer, assignment and conveyance






of the Trust
Property pursuant to this Section 2.1 shall be a sale, and not a secured
borrowing, for accounting purposes. 


          SECTION
2.2 Representations and Warranties of the Depositor regarding the
Receivables. The Depositor makes the following representations and
warranties with respect to the Receivables, on which the Issuer relies in
purchasing the Receivables and 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 by the Depositor to the Issuer 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 Depositor to any Person other than the Issuer.


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
(iii)

	
Good Title.
 Immediately prior to the transfer and assignment of the Receivables to the
 Issuer herein contemplated, the Depositor 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 Issuer, 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





2






	
 

	
 

	
 


	
 

	
 

	
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.


	
 

	
 

	
 


	
 

	
(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 Issuer 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 and by the
 Depositor to the Issuer.


	
 

	
 

	
 


	
 

	
(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 Depositor herein with respect thereto pursuant to this Section 2.2.


	
 

	
 

	
 


	
 

	
(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 Depositor herein with respect
thereto pursuant to this Section 2.2.


	
 

	
 

	
 


	
 

	
(xiii)

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





3






	
 

	
 

	
 


	
 

	
(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 Depositor has no knowledge that a
 default, breach, violation, or event permitting acceleration under the terms
 of any Receivable exists; the Depositor 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 Depositor has not waived any of the foregoing.


	
 

	
 

	
 


	
 

	
(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.





4






	
 

	
 

	
 


	
 

	
(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 had 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.


	
 

	
 

	
 


	
 

	
(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
2.3 Repurchase Upon Breach. Upon discovery by any party hereto or by an
Authorized Officer of the Indenture Trustee of a breach of any of the
representations and warranties set forth in Section 2.2 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 shall give prompt written notice thereof to the other parties hereto and
to the Indenture Trustee; 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 and the Issuer of such breach; provided,
further, that the failure to give
such notice shall not affect any obligation of the Depositor hereunder. If the
Depositor does not correct or cure such breach prior to the end of the
Collection Period which includes the 60th day (or, if the Depositor elects, an
earlier date) after the date that the Depositor became aware or was notified of
such breach, then the Depositor shall purchase any Receivable materially and
adversely affected by such breach from the Issuer on the Payment Date following
the end of such Collection Period (or, if the Depositor elects, an earlier
date). 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
Issuer to collect, receive and retain timely payment in full on such
Receivable, including any Liquidation Proceeds. Any such purchase by the
Depositor shall be at a price


5







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). In consideration for such repurchase, the Depositor shall make (or
shall cause to be made) a payment to the Issuer 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) by
depositing such amount into the Collection Account prior to 11:00 a.m., New
York City time on such Payment Date, or earlier date, if elected by the
Depositor. Upon payment of such 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) by the Depositor, the Issuer and the
Indenture Trustee 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 requested of it to vest in the Depositor
or its designee any Receivable repurchased pursuant hereto. It is understood
and agreed that the right to cause the Depositor to purchase (or to enforce the
obligations of the Seller under the Receivables Purchase Agreement to purchase)
any Receivable as described above shall constitute the sole remedy respecting
such breach available to the Issuer and the Indenture Trustee. Neither the
Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative
investigation as to the occurrence of any condition requiring the repurchase of
any Receivable pursuant to this Section 2.3 or the eligibility of any
Receivable for purposes of this Agreement. Notwithstanding anything herein to
the contrary, the Depositor shall only be obligated to pay such Purchase Amount
and repurchase the related Receivable to the extent it receives the Purchase
Amount from the Seller pursuant to Section 3.03 of the Receivables
Purchase Agreement.


          SECTION
2.4 Custody of Receivable Files. To assure uniform quality in servicing the
Receivables and to reduce administrative costs, the Issuer, upon the execution
and delivery of this Agreement, hereby revocably appoints the Servicer, and the
Servicer hereby accepts such appointment, to act as the agent of the Issuer and
the Indenture Trustee as custodian of the following documents or instruments,
but only to the extent held in tangible paper form or electronic form, which
are hereby constructively delivered to the Indenture Trustee, as pledgee of the
Issuer pursuant to the Indenture, with respect to each Receivable
(collectively, the “Receivable Files”):  


	
 

	
 


	
 

	
          (i)
  The original executed Receivable (with respect to tangible chattel paper) or
  an “authoritative copy” (as such term is used in Section 9-105 of the UCC) of
  the Receivable (with respect to electronic chattel paper) or, if no such
  original executed Receivable or authoritative copy exists, a copy thereof.


	
 

	
 


	
 

	
          (ii)
  The original credit application fully executed by the Obligor or a photocopy
  thereof or a record thereof on a computer file, diskette or on microfiche.


	
 

	
 


	
 

	
          (iii)
  The notice of recorded Lien or such documents that the Servicer or the
  Depositor shall keep on file, in accordance with its customary procedures,
  evidencing the first priority perfected security interest of the Seller in
  the Financed Vehicle.


	
 

	
 


	
 

	
          (iv)
  Any and all other documents (including any computer file, diskette or
  microfiche) that the Servicer or the Seller shall keep on file, in accordance
  with its





6






	
 

	
 


	
 

	
customary
  procedures, relating to a Receivable, an Obligor (to the extent relating to a
  Receivable), or a Financed Vehicle.





          The
Servicer acknowledges that it holds the documents and instruments relating to
the Receivables for the benefit of the Issuer and the Indenture Trustee. The
Issuer and the Indenture Trustee shall have no responsibility to monitor the
Servicer’s performance as custodian and shall have no liability in connection
with the Servicer’s performance of such duties hereunder.


          SECTION
2.5 Duties of Servicer as Custodian.


          (a)
Safekeeping. The Servicer shall hold the Receivable Files for the
benefit of the Issuer and the Indenture Trustee and shall maintain such accurate
and complete accounts, records and computer systems pertaining to each
Receivable File as shall enable the Servicer and the Issuer to comply with the
terms and conditions of this Agreement, and the Indenture Trustee to comply
with the terms and conditions of the Indenture. In performing its duties as
custodian, the Servicer shall act with reasonable care, using that degree of
skill and attention that the Servicer exercises with respect to the receivable
files relating to all comparable automotive receivables that the Servicer
services for itself or others. The Servicer shall conduct, or cause to be
conducted, periodic audits of the Receivable Files held by it under this
Agreement and of the related accounts, records and computer systems, in such a manner
as shall enable the Issuer or the Indenture Trustee to identify all Receivables
Files and such related accounts, records and computer systems and verify the
accuracy of the Servicer’s record keeping. The Servicer shall promptly report
to the Issuer and the Indenture Trustee any failure on its part to hold the
Receivable Files and maintain its accounts, records, and computer systems as
herein provided and shall promptly take appropriate action to remedy any such
failure. Nothing herein shall be deemed to require an initial review or any
periodic review by the Issuer, the Owner Trustee or the Indenture Trustee of
the Receivable Files. The Servicer may, in accordance with its customary
procedures, (i) maintain all or a portion of the Receivable Files in electronic
form, (ii) maintain custody of all or any portion of the Receivable Files with
one or more of its agents or designees and (iii) with respect to those
Receivables the form of which consists in part of a check to be endorsed by the
Obligor, maintain either an image of that endorsed check or such other
information or records evidencing that endorsement as permitted or provided by
clearing house rules, rules and regulations of the Federal Reserve Board, or
other established systems for the transmission of payments within the banking
system. With respect to any Receivable that is electronic chattel paper, the
Servicer shall maintain the “authoritative copy” (as such term is used in
Section 9-105 of the UCC) of any loan agreement that constitutes or evidences
such Receivable and shall not permit such “authoritative copy” to be
communicated to any other Person; provided
however, that the Servicer shall not be liable for any breach or
inaccuracy of the representations and warranties made by the Depositor in Section 2.2. 


          (b)
Maintenance of and Access to Records. The Servicer shall maintain each
Receivable File at its offices specified in Schedule B-1 to this Agreement provided, that all Lien Certificates will
be maintained at the location specified in Schedule B-2, or at such
other office as shall be specified to the Issuer and the Indenture Trustee by
30 days’ prior written notice. The Servicer shall make available to the Issuer
and the Indenture Trustee or their duly authorized representatives, attorneys,
or auditors, the Receivable Files and the related accounts, records and
computer systems maintained by the Servicer during normal business hours as the
Issuer or the 


7






Indenture
Trustee shall reasonably request, which does not unreasonably interfere with
the Servicer’s normal operations.


          (c)
Release of Documents. Upon written instructions from the Indenture
Trustee, the Servicer shall release or cause to be released any document in the
Receivable Files to the Indenture Trustee, the Indenture Trustee’s agent or the
Indenture Trustee’s designee, as the case may be, at such place or places as
the Indenture Trustee may reasonably designate, as soon as is reasonably
practicable, to the extent it does not unreasonably interfere with the Servicer’s
normal operations. The Servicer shall not be responsible for any loss
occasioned by the failure of the Indenture Trustee or its agent or designee to
return any document or any delay in doing so.


          SECTION
2.6 Instructions; Authority to Act. All instructions from the Indenture
Trustee shall be in writing and signed by an Authorized Officer of the
Indenture Trustee, and the Servicer shall be deemed to have received proper
instructions with respect to the Receivable Files upon its receipt of such written
instructions.


          SECTION
2.7 Custodian’s Indemnification. The Servicer, as custodian, shall
indemnify the Issuer, the Owner Trustee and the Indenture Trustee for any and
all liabilities, obligations, losses, compensatory damages, payments, costs, or
expenses of any kind whatsoever that may be imposed on, incurred, or asserted
against the Issuer, the Owner Trustee or the Indenture Trustee as the result of
any improper act or omission in any way relating to the maintenance and custody
by the Servicer as custodian of the Receivable Files; provided, however,
that the Servicer shall not be liable (i) to the Issuer for any portion of any
such amount resulting from the willful misfeasance, bad faith, or negligence of
the Indenture Trustee, the Owner Trustee or the Issuer or resulting from any
breach or inaccuracy of the representations and warranties made by the
Depositor in Section 2.2, (ii) to the Owner Trustee for any portion of
any such amount resulting from the willful misfeasance, bad faith, or negligence
of the Indenture Trustee, the Owner Trustee or the Issuer and (iii) to the
Indenture Trustee for any portion of any such amount resulting from the willful
misfeasance, bad faith, or negligence of the Indenture Trustee, the Owner
Trustee or the Issuer.


          SECTION
2.8 Effective Period and Termination. The Servicer’s appointment as
custodian shall become effective as of the Cut-off Date and shall continue in
full force and effect until terminated pursuant to this Section 2.8. If
the Bank shall resign as Servicer in accordance with the provisions of this
Agreement or if all of the rights and obligations of the Servicer shall have
been terminated under Section 7.1, the appointment of the Servicer as
custodian hereunder may be terminated by the Indenture Trustee, or by the
holders of Notes evidencing not less than a majority of the principal amount of
the Controlling Class Outstanding (or if no Notes are Outstanding, by holders
of Certificates evidencing not less than a majority of the Percentage Interests
evidenced by the Certificates), in the same manner as the Indenture Trustee or
such Securityholders may terminate the rights and obligations of the Servicer
under Section 7.1. As soon as practicable after any termination of such
appointment, the Servicer shall deliver to the Indenture Trustee or the
Indenture Trustee’s agent the Receivable Files and the related accounts and
records maintained by the Servicer at such place or places as the Indenture
Trustee may reasonably designate; provided,
however, that with respect to
authoritative copies of the Receivables constituting electronic chattel paper,
the Servicer, in its sole discretion, shall either (i) continue to hold any
such authoritative copies on behalf of the Issuer and the Indenture


8






Trustee or the
Indenture Trustee’s agent or (ii) deliver copies of such authoritative copies
and destroy the authoritative copies maintained by the Servicer prior to its
termination such that such copy delivered to the Indenture Trustee or the
Indenture Trustee’s agent becomes the authoritative copy of the Receivable
constituting electronic chattel paper.


ARTICLE III


ADMINISTRATION AND SERVICING OF RECEIVABLES
AND TRUST PROPERTY


          SECTION
3.1 Duties of Servicer. The Servicer shall manage, service, administer
and make collections on the Receivables with reasonable care, using that degree
of skill and attention that the Servicer exercises with respect to all
comparable new or used automobile and light-duty truck receivables that it
services for itself. The Servicer’s duties shall include collection and posting
of all payments, responding to inquiries of Obligors on such Receivables,
investigating delinquencies, sending payment coupons to Obligors, reporting tax
information to Obligors, accounting for collections, furnishing monthly and
annual statements to the Owner Trustee and the Indenture Trustee with respect
to distributions, making Advances pursuant to Section 4.4, preparing (or
causing to be prepared) the tax returns of the Trust in accordance with Section
5.6  of the Trust Agreement and, if requested to do so, providing the
certifications required, pursuant to Section 5.1(b) hereof. The Servicer
shall follow its customary standards, policies and procedures in performing its
duties as Servicer. Without limiting the generality of the foregoing, the
Servicer is hereby authorized and empowered to execute and deliver, on behalf
of itself, the Issuer, the Owner Trustee, the Indenture Trustee, the
Noteholders, the Certificateholders, or any of them, any and all instruments of
satisfaction or cancellation, or partial or full release or discharge, and all
other comparable instruments, with respect to such Receivables or to the
Financed Vehicles securing such Receivables. If the Servicer shall commence a
legal proceeding to enforce a Receivable, the Issuer (in the case of a
Receivable other than a Purchased Receivable) shall thereupon be deemed to have
automatically assigned, solely for the purpose of collection, such Receivable
to the Servicer. If in any enforcement suit or legal proceeding it shall be
held that the Servicer may not enforce a Receivable on the ground that it shall
not be a real party in interest or a holder entitled to enforce the Receivable,
the Issuer shall, at the Servicer’s expense and direction, take steps to
enforce the Receivable, including bringing suit in its name or the names of the
Indenture Trustee, the Noteholders, the Certificateholders, or any of them. The
Issuer shall furnish the Servicer with any powers of attorney and other
documents reasonably necessary or appropriate to enable the Servicer to carry
out its servicing and administrative duties hereunder. 


          SECTION
3.2 Collection of Receivable Payments. The Servicer shall make
reasonable efforts to collect all payments called for under the terms and
provisions of the Receivables as and when the same shall become due and shall
follow such collection procedures as it follows with respect to all comparable
new or used automobile and light-duty truck receivables that it services for itself.
The Servicer shall not change the amount of or reschedule the due date of any
scheduled payment of a Receivable to a date more than 30 days from the original
due date of such scheduled payment, change the annual percentage rate of or
extend any Receivable or change any material term of a Receivable, except as
provided by the terms of the Receivable or of this Agreement or as required by
law or court order; provided, however, that the Servicer may extend any
Receivable that is in default or with respect to which default is reasonably


9






foreseeable
and that would be acceptable to the Servicer with respect to comparable new or
used automobile and light-duty truck receivables that it services for itself if
(a) the amount on deposit in the Reserve Account is greater than zero at the
time of the extension, (b) the total credit-related extensions granted on the
Receivable will not exceed four months in the aggregate, (c) the total number
of credit-related extensions granted on the Receivable will not exceed two, and
(d) the maturity of such Receivable will not be extended beyond January 3,
2014. If, as a result of inadvertently rescheduling or extending payments, such
rescheduling or extension breaches any of the terms of the proviso to the
preceding sentence, then the Servicer shall be obligated to purchase such
Receivable pursuant to Section 3.7. For the purpose of such purchases
pursuant to Section 3.7, notice shall be deemed to have been received by
the Servicer at such time as shall make purchase mandatory as of the last day
of the Collection Period during which the discovery of such breach occurred.


          Notwithstanding
anything to the contrary herein, the Servicer may implement programs that grant
payment extensions in respect of receivables that are not delinquent. Any such
program shall be implemented with the approval of the senior officer’s credit
committee of the Servicer in accordance with the Servicer’s general lending and
policy guidelines. Any such payment extension may extend the maturity of the
applicable receivable beyond its original term to maturity. Notwithstanding
anything to the contrary herein, the Servicer may also reduce the interest rate
on Receivables affected by the application of the Servicemembers Civil Relief
Act to a rate that is lower than the maximum rate prescribed by the
Servicemembers Civil Relief Act and may readjust the payment schedule for any
Receivable that is affected by the application of the Servicemembers Civil
Relief Act until the maturity of the receivable.


          The
Servicer may at any time perform specific duties as servicer or custodian under
this Agreement through subcontractors; provided,
however, that no such delegation
or subcontracting shall relieve the Servicer of its responsibilities with
respect to such duties as to which the Servicer shall remain primarily
responsible with respect thereto. All amounts payable to any subcontractor
shall be paid by the Servicer and shall not be obligations of the Indenture
Trustee, the Owner Trustee or the Issuer or paid from the Indenture Trust
Estate. References in this Agreement to actions taken or to be taken by the
Servicer include actions taken or to be taken by a subcontractor on behalf of
the Servicer.


          SECTION
3.3 Realization Upon Receivables. On behalf of the Issuer, the Servicer
shall use reasonable efforts, consistent with its customary standards, policies
and procedures, to repossess or otherwise convert the ownership of the Financed
Vehicle securing any Receivable as to which the Servicer shall have determined
to be a Defaulted Receivable or otherwise (and shall specify any such Defaulted
Receivable to the Indenture Trustee no later than the Determination Date
following the Collection Period in which the Servicer shall have made such
determination). The Servicer shall follow such customary standards, policies
and procedures as it shall deem necessary or advisable in its servicing of
comparable receivables, which may include selling the Financed Vehicle at
public or private sale. The Servicer shall be entitled to recover from proceeds
all reasonable expenses incurred by it in the course of converting the Financed
Vehicle into cash proceeds. The Liquidation Proceeds (net of such expenses)
realized in connection with any such action with respect to a Receivable shall
be deposited by the Servicer in the Collection Account in the manner specified
in Section 4.2 and shall be applied to reduce (or to satisfy, as the
case may be) the Purchase Amount of the Receivable, if such


10






Receivable is
to be repurchased by the Depositor pursuant to Section 2.3, or is to be
purchased by the Servicer pursuant to Section 3.7. The foregoing shall
be subject to the provision that, in any case in which the Financed Vehicle
shall have suffered damage, the Servicer shall not be required to expend funds
in connection with the repair or the repossession of such Financed Vehicle
unless it shall determine in its discretion that such repair and/or
repossession will increase the Liquidation Proceeds by an amount greater than the
amount of such expenses.


          SECTION
3.4 Allocations of Collections. If an Obligor is obligated under one or
more Receivables and also under one or more other assets owned by the Bank or
assigned by the Bank to third parties, then any payment on any such asset
received from or on behalf of such Obligor shall, if identified as being made
with respect to a particular item or asset, be applied to such item, and
otherwise shall be allocated by the Bank in accordance with its customary
standards, policies and procedures.


          SECTION
3.5 Maintenance of Security Interests in Financed Vehicles. The Servicer
shall, in accordance with its customary procedures, take such steps as are
necessary to maintain perfection of the security interest created by each
Receivable in the related Financed Vehicle. The Issuer hereby authorizes the
Servicer to take such steps as are necessary to re-perfect such security
interest on behalf of the Issuer and the Indenture Trustee in the event of the
relocation of a Financed Vehicle or for any other reason, in either case, when
the Servicer has knowledge of the need for such re-perfection. In the event
that the assignment of a Receivable to the Issuer is insufficient, without a
notation on the related Financed Vehicle’s certificate of title, or without
fulfilling any additional administrative requirements under the laws of the
state in which the Financed Vehicle is located, to transfer to the Issuer a
perfected security interest in the related Financed Vehicle, the Servicer hereby
agrees that the Servicer’s listing as the secured party on the certificate of
title is deemed to be in its capacity as agent of the Issuer and the Indenture
Trustee and further agrees to hold such certificate of title as the agent and
custodian of the Issuer and the Indenture Trustee; provided, that the Servicer shall not, nor shall the Issuer
or the Indenture Trustee have the right to require that the Servicer, make any
such notation on the related Financed Vehicles’ certificate of title or fulfill
any such additional administrative requirement of the laws of the state in
which a Financed Vehicle is located.


          SECTION
3.6 Covenants of Servicer. The Servicer shall not (i) release the
Financed Vehicle securing each such Receivable from the security interest
granted by such Receivable in whole or in part except in the event of payment
in full by or on behalf of the Obligor thereunder, (ii) impair the rights of
the Trust or the Indenture Trustee in the Receivables, or (iii) increase the
number of payments under a Receivable, increase the Amount Financed under a
Receivable or extend or forgive payments on a Receivable, except as provided in
Section 3.2. In the event that at the end of the scheduled term of any
Receivable, the outstanding principal amount thereof is such that the final
payment to be made by the related Obligor is larger than the regularly
scheduled payment of principal and interest made by such Obligor, the Servicer
may permit such Obligor to pay such remaining principal amount in more than one
payment of principal and interest; provided that
the last such payment shall be due on or prior to the Collection Period
immediately preceding the Class B Final Scheduled Payment Date.


          SECTION
3.7 Purchase of Receivables Upon Breach. Upon discovery by any party
hereto or by an Authorized Officer of the Indenture Trustee of a breach of any
of the covenants


11






set forth in Section
3.2, 3.5 or 3.6 which materially and adversely affects the
interests of the Issuer or the Noteholders, the party discovering such breach
shall give prompt written notice thereof to the other parties hereto and to the
Indenture Trustee; 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 and the Issuer of such breach; provided,
further, that the failure to give
such notice shall not affect any obligation of the Servicer hereunder. If the
Servicer does not correct or cure such breach prior to the end of the
Collection Period which includes the 60th day (or, if the Servicer elects, an
earlier date) after the date that the Servicer became aware or was notified of
such breach, then the Servicer shall purchase any Receivable materially and adversely
affected by such breach from the Issuer 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 Issuer to collect, receive and retain timely payment in full
on such Receivable, including any Liquidation Proceeds. Any such purchase by
the Servicer 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). For purposes
of this Section 3.7, the Purchase Amount shall consist in part of a
release by the Servicer of all rights of reimbursement with respect to
Outstanding Advances on the Receivable. In consideration for such repurchase,
the Servicer shall make (or shall cause to be made) a payment to the Issuer
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) 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 Receivable pursuant
to Section 3.3) by the Servicer, the Issuer and the Indenture Trustee
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 the Servicer or its designee any
Receivable repurchased pursuant hereto. It is understood and agreed that the
obligation of the Servicer to purchase any Receivable as described above shall
constitute the sole remedy respecting such breach available to the Issuer and
the Indenture Trustee.


          SECTION
3.8 Servicer Fees. The Servicer shall be entitled to any interest earned
on the amounts deposited in the Collection Account during each Collection
Period plus all late fees, prepayment charges and other administrative fees and
expenses or similar charges, if any, allowed by applicable law and the terms of
the Receivables during each Collection Period (the “Supplemental Servicing
Fee”). The Servicer also shall be entitled to the Servicing Fee, as
provided herein.


          SECTION
3.9 Servicer’s Certificate. On or prior to the Determination Date for
each Payment Date, the Servicer shall deliver to the Depositor, the Owner
Trustee, each Note Paying Agent, the Indenture Trustee and the Seller, with a
copy to the Rating Agencies, a Servicer’s Certificate containing all
information (including all specific dollar amounts) necessary to make the
transfers and distributions pursuant to Sections 4.3, 4.4, 4.5,
4.6 and 4.7 hereof, and Section 8.2 of the Indenture for
the Collection Period preceding the date of such Servicer’s Certificate,
together with the written statements to be furnished by the Owner Trustee to
Certificateholders pursuant to Section 4.9 hereof and by the Indenture
Trustee to the Noteholders pursuant to Section 4.9 hereof and Section
6.6 of the Indenture. Receivables purchased or to be purchased


12






by the
Servicer or the Depositor shall be identified by the Servicer by the Seller’s
account number with respect to such Receivable (as specified in the Schedule of
Receivables).


          SECTION
3.10 Annual Statement as to Compliance; Item 1122 Servicing Criteria
Assessment; Notice of Event of Servicing Termination. (a) The Servicer
shall deliver to the Owner Trustee, the Indenture Trustee and each Rating
Agency within 90 days after the end of each fiscal year of the Issuer (or if
such day is not a Business Day, the next Business Day) beginning March 30,
2009,


	
 

	
 


	
 

	
          (i)
  an Officer’s Certificate, with respect to the preceding 12-month period (or
  such shorter period in the case of the first such certificate), stating that
  (x) a review of the activities of the Servicer during the preceding 12-month
  period (or such shorter period in the case of the first such certificate) and
  of its performance under this Agreement has been made under such officer’s
  supervision and (y) to the best of such officer’s knowledge, based on such
  review, the Servicer has fulfilled all its obligations in all material
  respects under this Agreement throughout such period, or, if there has been a
  failure to fulfill any such obligation in any material respect, specifying
  each such failure known to such officer and the nature and status thereof,
  and


	
 

	
 


	
 

	
          (ii)
  the servicing criteria assessment required to be filed in respect of the
  Trust under the Exchange Act under Item 1122 of Regulation AB if periodic
  reports under Section 15(d) of the Exchange Act, or any successor
  provision thereto, are required to be filed in respect of the Trust. Such
  report shall be signed by an authorized officer of the Servicer and shall at
  a minimum address each of the Servicing Criteria specified on a certification
  substantially in the form of Appendix C hereto delivered to the
  Depositor concurrently with the execution of this Agreement. To the extent
  any of the Servicing Criteria are not applicable to the Servicer, with
  respect to asset-backed securities transactions taken as a whole involving
  the Servicer and that are backed by the same asset type backing the Notes,
  such report shall include such a statement to that effect. The Depositor and
  the Servicer, and each of their respective officers and directors shall be
  entitled to rely upon each such servicing criteria assessment.





          A
copy of such Officer’s Certificate and the report referred to in Section 3.11
may be obtained by any Certificateholder by a request in writing to the Owner
Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a
request in writing to the Indenture Trustee, in either case addressed to the
applicable Corporate Trust Office. Upon the telephone request of the Owner
Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list
of Noteholders as of the date specified by the Owner Trustee. 


          (b)
The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each
Rating Agency promptly after having obtained knowledge thereof, but in no event
later than five (5) Business Days thereafter, written notice in an Officer’s
Certificate of any event which with the giving of notice or lapse of time, or
both, would become an Event of Servicing Termination under Section 7.1. The
Seller shall deliver to the Owner Trustee, the Indenture Trustee and each
Rating Agency promptly after having obtained knowledge thereof, but in no event
later than five (5) Business Days thereafter, written notice in an Officer’s
Certificate of any 


13






event which
with the giving of notice or lapse of time, or both, would become an Event of
Servicing Termination under clause (a)(ii) of Section 7.1.


          (c)
The Servicer shall cause each Reporting Subcontractor to deliver to the
Depositor an assessment of compliance and accountant’s attestation as and when
provided in paragraph (a)(ii) of this Section 3.10 and Section
3.11. The Servicer shall execute (provided
the Servicer is not an Affiliate of the Depositor) (and shall cause
each Reporting Subcontractor to execute) a reliance certificate to enable the
Certification Parties to rely upon each (i) annual report on assessments of
compliance with servicing criteria provided pursuant to Section 3.10 and
(ii) accountant’s report provided pursuant to Section 3.10 and shall
include a certification that each such annual compliance statement or report
discloses any deficiencies or defaults described to the registered public
accountants of such Person to enable such accountants to render the
certificates provided for in Section 3.11.


          (d)
In the event the Servicer, any subservicer or Reporting Subcontractor is
terminated or resigns during the term of this Agreement, such Person shall
provide the documents and information pursuant to Section 3.10 and Section
3.11 with respect to the period of time it was subject to this Agreement or
provided services with respect to the Trust or the Receivables. Notwithstanding
anything to the contrary contained herein, if the Servicer has exercised
commercially reasonable efforts to obtain any assessment or attestation
required hereunder from a Reporting Subcontractor, the failure by the Reporting
Subcontractor to provide such attestation on or assessment shall not constitute
a breach hereunder by the Servicer.


          (e)
Notwithstanding anything in this Section 3.10 to the contrary, any
certification, assessment of compliance or accountant’s attestation required by
this Section 3.10 may be replaced by any similar certification,
assessment or attestation using other procedures or attestation standards which
are now or in the future in use by servicers of comparable assets, and which
otherwise comply with any rule, regulation, “no action” letter, telephone
interpretation or similar guidance promulgated by the Commission.


          SECTION
3.11 Annual Independent Registered Public Accountant’s Report. The
Servicer shall cause a firm of independent registered public accountants, who
may also render other services to the Servicer, the Seller or the Depositor, to
deliver to the Owner Trustee and the Indenture Trustee within 90 days after the
end of each fiscal year of the Issuer (or if such day is not a Business Day,
the next Business Day) beginning March 30, 2009 with respect to the prior
calendar year (or such shorter period in the case of the first such report) the
attestation report that would be required to be filed in respect of the Trust
under the Exchange Act if periodic reports under Section 15(d) of the Exchange
Act, or any successor provision thereto, were required to be filed in respect
of the Trust. Such attestation shall be in accordance with Rules 1-02(a)(3) and
2-02(g) of Regulation S-X under the Securities Act and the Exchange Act,
including, without limitation that in the event that an overall opinion cannot
be expressed, such registered public accounting firm shall state in such report
why it was unable to express such an opinion. The certification required by
this paragraph may be replaced by any similar certification using other
procedures or attestation standards which are now or in the future in use by
servicers of comparable assets, and which otherwise comply with any rule,
regulation, “no action” letter, telephone interpretation or similar guidance
promulgated by the Commission.


14






          SECTION
3.12 Access to Certain Documentation and Information Regarding Receivables.
The Servicer shall provide to the Certificateholders, the Indenture Trustee and
the Noteholders access to the Receivable Files in such cases where the
Certificateholders, the Indenture Trustee or the Noteholders shall be required
by applicable statutes or regulations to review such documentation. Access
shall be afforded without charge, but only upon reasonable request and during
the normal business hours at the respective offices of the Servicer. Nothing in
this Section 3.12 shall affect the obligation of the Servicer to observe
any applicable law prohibiting disclosure of information regarding the
Obligors, and the failure of the Servicer to provide access to information as a
result of such obligation shall not constitute a breach of this Section 3.12.


          SECTION
3.13 Servicer Expenses. The Servicer shall be required to pay all expenses
incurred by it in connection with its activities hereunder, including fees,
expenses (including counsel fees and expenses) and disbursements of the Owner
Trustee and the Indenture Trustee, independent accountants, taxes imposed on
the Servicer and expenses incurred in connection with distributions and reports
to Noteholders and Certificateholders. 


          SECTION
3.14 [Reserved].


          SECTION
3.15 1934 Act Filings; Sarbanes-Oxley Act Requirements. The Issuer
hereby authorizes the Servicer and the Depositor, or either of them, to
prepare, sign, certify and file any and all reports, statements and information
respecting the Issuer and/or the Notes required to be filed pursuant to the
Exchange Act, and the rules thereunder. To the extent any documents are
required to be filed or any certification is required to be made with respect
to the Issuer or the Notes pursuant to the Sarbanes-Oxley Act, the Issuer hereby
authorizes the Servicer and the Depositor, or either of them, to prepare, sign,
certify and file any such documents or certifications on behalf of the Issuer.


ARTICLE IV


DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO
NOTEHOLDERS AND

CERTIFICATEHOLDERS


          SECTION
4.1 Accounts. (a) The Servicer shall, prior to the Closing Date, cause
to be established and maintained an Eligible Deposit Account in the name “The
Bank of New York, as Indenture Trustee, as secured party from USAA Auto Owner
Trust 2008-1”, initially at the corporate trust department of the Indenture
Trustee, which shall be designated as the “Collection Account”. The Collection
Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make
deposits to and direct the Indenture Trustee in writing to make withdrawals
from the Collection Account in accordance with the terms of the Basic
Documents. The Collection Account will be established and maintained pursuant
to an account agreement which specifies New York law as the governing law. In
addition, the Collection Account shall be established and maintained at an
institution which agrees in writing that for so long as the Notes are
outstanding it will comply with entitlement orders (as defined in Article 8 of
the UCC) originated by the Indenture Trustee without further consent of the
Issuer. All monies deposited from time to time in the Collection Account shall
be held by the Indenture Trustee as secured party for the benefit of the
Noteholders and, after payment in full of the


15






Notes, as
agent of the Issuer and as part of the Trust Property. All deposits to and
withdrawals from the Collection Account shall be made only upon the terms and
conditions of the Basic Documents. No checks shall be issued, printed or
honored with respect to the Collection Account.


          If
the Servicer is required to remit collections pursuant to the first sentence of
Section 4.2, all amounts held in the Collection Account shall, to the
extent permitted by applicable law, rules and regulations, be invested, as
directed in writing by the Servicer, by the bank or trust company then
maintaining the Collection Account in specified Permitted Investments that
mature so that funds will be available by 11:00 a.m., New York City time, on
the Payment Date for the Collection Period to which such amounts relate and
such Permitted Investments shall be held to maturity. All interest and other
income (net of losses and investment expenses) on funds on deposit in the
Collection Account shall be withdrawn from the Collection Account at the
written direction of the Servicer and shall be paid to the Servicer. For the
avoidance of doubt, with respect to each Payment Date, any interest and other
income earned on funds in deposit in the Collection Account from the Business
Day prior to such Payment Date through such Payment Date shall be paid to the
Servicer. The Indenture Trustee shall not be liable for investment losses in
Permitted Investments made in accordance with directions from the Servicer. In
the event that the Collection Account is no longer to be maintained at the
corporate trust department of the Indenture Trustee, the Servicer shall, with
the Indenture Trustee’s or Issuer’s assistance as necessary, cause an Eligible
Deposit Account to be established as the Collection Account within ten (10)
Business Days (or such longer period not to exceed thirty (30) calendar days as
to which each Rating Agency may consent) and give written notice of the
location and account number of such account to the Indenture Trustee.


          (b)
The Servicer shall, prior to the Closing Date, cause to be established and
maintained an Eligible Deposit Account in the name “The Bank of New York, as
Indenture Trustee, as secured party from USAA Auto Owner Trust 2008-1”,
initially at the corporate trust department of the Indenture Trustee, which
shall be designated as the “Principal Distribution Account”. The Principal
Distribution Account shall be under the sole dominion and control of the
Indenture Trustee; provided, that
the Servicer may make deposits to and direct the Indenture Trustee in writing
to make withdrawals from the Principal Distribution Account in accordance with
the terms of the Basic Documents. The Principal Distribution Account will be
established and maintained pursuant to an account agreement which specifies New
York law as the governing law. In addition, the Principal Distribution Account
shall be established and maintained at an institution which agrees in writing
that for so long as the Notes are outstanding it will comply with entitlement
orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee
without further consent of the Issuer. All monies deposited from time to time
in the Principal Distribution Account shall be held by the Indenture Trustee as
secured party for the benefit of the Noteholders and, after payment in full of
the Notes, as agent of the Issuer and as part of the Trust Property. All
deposits to and withdrawals from the Principal Distribution Account shall be
made only upon the terms and conditions of the Basic Documents.


          (c)
[Reserved].


          SECTION
4.2 Collections. Except as provided below, the Servicer shall remit to
the Collection Account within two (2) Business Days of the receipt thereof (i)
all payments by or on


16






behalf of the
Obligors (but excluding Purchased Receivables) and (ii) all Liquidation
Proceeds, both as collected during the Collection Period; provided that the Bank, so long as it is
acting as the Servicer and no Event of Servicing Termination has occurred and
is continuing, may make remittances of collections on a less frequent basis
than that specified in the immediately preceding sentence. It is understood
that such less frequent remittances may be made only on the specific terms and
conditions set forth below in this Section 4.2 and only for so
long as such terms and conditions are fulfilled. Accordingly, notwithstanding
the provisions of the first sentence of this Section 4.2, the Servicer
shall remit collections received during a Collection Period to the Collection
Account in immediately available funds by 10:00 a.m. New York City time on the
Payment Date, but only for so long as the Monthly Remittance Condition is
satisfied. The Owner Trustee or the Indenture Trustee shall not be deemed to
have knowledge of any event or circumstance in the definition of Monthly
Remittance Condition that would require remittance by the Servicer to the
Collection Account within two (2) Business Days of receipt as aforesaid unless
the Owner Trustee or the Indenture Trustee has received written notice of such
event or circumstance from the Seller or the Servicer in an Officer’s
Certificate or from the holders of Notes evidencing not less than 25% of the
principal amount of the Notes Outstanding or from the Certificateholders of
Certificates evidencing not less than 25% of the Percentage Interests evidenced
by the Certificates or a Trustee Officer in the Corporate Trust Office with
knowledge hereof or familiarity herewith has actual knowledge of such event or
circumstance. For purposes of this Article IV the phrase “payments by or
on behalf of Obligors” shall mean payments made by Persons other than the
Servicer or by other means.


          SECTION
4.3 Application of Collections. For the purposes of this Agreement, as
of the close of business on the last day of each Collection Period, all
collections for the Collection Period with respect to each Receivable shall be
applied by the Servicer in accordance with the terms of the related Receivable
consistent with the Servicer’s customary standards, policies and procedures.


          SECTION
4.4 Advances. (a) As of each Determination Date, the Servicer shall make
a payment with respect to each Receivable (other than a Defaulted Receivable)
equal to the excess, if any, of (x) the product of the Principal Balance of
such Receivable as of the first day of the related Collection Period and
one-twelfth of the Annual Percentage Rate (as adjusted downward, as the case
may be, in accordance with the Servicemembers Civil Relief Act or pursuant to Section
3.2) on such Receivable (calculated on the basis of a 360-day year of
twelve 30-day months), over (y) the interest actually received by the Servicer
with respect to such Receivable from the Obligor or from payment of the
Purchase Amount during or with respect to such Collection Period. The Servicer
shall deposit all such Advances into the Collection Account in immediately
available funds no later than, 10:00 a.m. New York City time, on the Payment
Date. Notwithstanding the foregoing, the Servicer may elect not to make any
Advance with respect to a Receivable to the extent that the Servicer, in its
sole discretion, shall determine that such Advance is not recoverable from
subsequent payments on such Receivable or from withdrawals from the Reserve
Account. To the extent that the amount set forth in clause (y) above
with respect to a Receivable is greater than the amount set forth in clause
(x) above with respect thereto, such excess amount shall be distributed to
the Servicer pursuant to Section 4.6(b). In addition, in the event that
a Receivable becomes a Defaulted Receivable, Outstanding Advances in respect of
that Receivable shall be reimbursed to the extent of interest Collections with
respect to such Receivable and, if such amounts are insufficient, from amounts
on deposit in the Reserve


17






Account, and
if such amounts are not sufficient, from amounts on deposit in the Collection
Account. The Servicer shall not make any advance with respect to principal of
Receivables.


          (b)
The Servicer shall deposit in the Collection Account the aggregate Advances on
the Receivables pursuant to Section 4.4(a). To the extent that the
Servicer fails to make an Advance pursuant to Section 4.4(a) on the date
required, the Servicer shall so notify the Issuer and the Indenture Trustee in
writing specifying the amount of the Advance and the Receivable to which such
Advance related, and the Indenture Trustee shall withdraw such amount (or, if
determinable by the Servicer, such portion of such amount as does not represent
advances for delinquent interest) from the Reserve Account and deposit such
amount in the Collection Account.


          SECTION
4.5 Additional Deposits. (a) The Depositor and the Servicer shall
deposit in the Collection Account the aggregate Purchase Amounts with respect
to Purchased Receivables pursuant to Sections 2.3 and 3.7,
respectively, and the Servicer shall deposit therein all Purchase Amounts to be
paid under Section 8.1. All such deposits with respect to a Collection
Period shall be made, in immediately available funds no later than 10:00 a.m.
New York City time, on the Payment Date related to such Collection Period.


          (b)
The Indenture Trustee, in accordance with the written instructions of the
Servicer, shall, on each Payment Date, make a withdrawal from the Reserve
Account (i) first, in an amount equal to the Reserve Account Excess Amount for
such Payment Date and (ii) second, in an amount equal to the amount (if
positive) calculated by the Servicer pursuant to the second sentence of Section
4.6(b) and deposit such amounts in the Collection Account.


          SECTION
4.6 Distributions. (a) On each Payment Date, the Indenture Trustee shall
cause the transfer and distribution of the amounts set forth in the Servicer’s
Certificate for such Payment Date from the Collection Account to the Servicer,
in immediately available funds, for repayment of Outstanding Advances pursuant
to Section 4.4(a).


          (b)
The Servicer shall on or before each Determination Date calculate the Available
Collections, the Reserve Account Excess Amount, the Available Funds, the
Servicing Fee and all unpaid Servicing Fees from prior Collection Periods, if
any, the Accrued Class A Note Interest, the Accrued Class B Note Interest, the
First Priority Principal Payment, if any, and the Regular Principal
Distribution Amount. In addition, the Servicer shall calculate on or before
each Determination Date the difference, if any, between the Total Required
Payment and the Available Funds and, pursuant to Section 4.5(b), the
Indenture Trustee shall withdraw funds from the Reserve Account in an amount
equal to the lesser of such difference (if positive) or the balance of such
Reserve Account.


          (c)
On each Payment Date, the Servicer shall instruct the Indenture Trustee (based
on the information contained in the Servicer’s Certificate delivered on or
before the related Determination Date pursuant to Section 3.9), to make
the following withdrawals from the Collection Account and make deposits,
distributions and payments, to the extent of Available Funds for such Payment
Date (including funds, if any, deposited in the Collection Account from the
Reserve Account pursuant to Section 4.5(b)), in the following order of
priority:


18






	
 

	
 


	
 

	
          (i)
  first, to the Servicer, the
  Servicing Fee and all unpaid Servicing Fees from prior Collection Periods;


	
 

	
 


	
 

	
          (ii)
  second, to the Class A
  Noteholders, the Accrued Class A Note Interest for such Payment Date; provided that if there are not
  sufficient funds available to pay the entire amount of the Accrued Class A
  Note Interest, the amounts available shall be applied to the payment of such
  interest on the Class A Notes on a pro
  rata basis;


	
 

	
 


	
 

	
          (iii)
  third, to the Class A
  Noteholders, the First Priority Principal Payment, if any, for such Payment
  Date to be distributed in the same priority as described under Section
  4.6(d) of this Agreement;


	
 

	
 


	
 

	
          (iv)
  fourth, to the Class B
  Noteholders, the Accrued Class B Note Interest for such Payment Date;


	
 

	
 


	
 

	
          (v)
  fifth, to the Principal
  Distribution Account, the Regular Principal Distribution Amount (less any
  amounts distributed under clause (iii) above) for such Payment Date;


	
 

	
 


	
 

	
          (vi)
  sixth, if such Payment Date is
  a Final Scheduled Payment Date for any Class, to the Principal Distribution
  Account, the amount necessary to reduce the remaining principal amount of
  such Class to zero after giving effect to the amount, if any, to be applied
  on such Payment Date to such Class from funds deposited pursuant to clauses
  (iii) and (v) above;


	
 

	
 


	
 

	
          (vii)
  seventh, to the Reserve
  Account, the amount, if any, required to reinstate the amount in the Reserve
  Account up to the Specified Reserve Balance for such Payment Date;


	
 

	
 


	
 

	
          (viii)
  eighth, to the Indenture
  Trustee and the Owner Trustee, all amounts due for fees, expenses and
  indemnification pursuant to Section 6.7 of the Indenture and Section
  7.1 of the Trust Agreement, respectively, and not previously paid;


	
 

	
 


	
 

	
          (ix)
  ninth, to the Servicer, the
  legal expenses and costs, if any, payable pursuant to Sections 6.4(b)
  and (c), and


	
 

	
 


	
 

	
          (x)
  tenth, to the
  Certificateholder, any remaining Available Funds for such Payment Date.





Notwithstanding
the foregoing in this Section 4.6(c),


	
 

	
 


	
 

	
          (A)
  if the Notes have been accelerated after an Event of Default specified in Section
  5.1(iii) of the Indenture, then the Servicer shall instead instruct the
  Indenture Trustee to apply Available Funds in the following order of
  priority:








	
 

	
 


	
 

	
(1) to the
  Indenture Trustee and the Owner Trustee, all amounts due for fees, expenses
  and indemnification under Section





19






	
 

	
 


	
 

	
6.7 of the Indenture and Section 7.1 of the Trust Agreement, respectively, and
not previously paid; 


	
 

	
 


	
 

	
(2) to the
  Servicer, the Servicing Fee and all unpaid Servicing Fees from prior
  Collection Periods;


	
 

	
 


	
 

	
(3) to the
  Class A Noteholders, the Accrued Class A Note Interest for such Payment Date;
  provided that if there are not
  sufficient funds available to pay the entire amount of the Accrued Class A
  Note Interest, the amounts available shall be applied to the payment of such
  interest on the Class A Notes on a pro
  rata basis;


	
 

	
 


	
 

	
(4) to the
  Class A Noteholders, the First Priority Principal Payment, if any, for such
  Payment Date to be distributed in the same priority as described under Section
  4.6(e) of this Agreement;


	
 

	
 


	
 

	
(5) to the
  Class B Noteholders, the Accrued Class B Note Interest for such Payment Date;


	
 

	
 


	
 

	
(6) first,
  to the holders of the Class A-1 Notes in reduction of principal until the
  principal amount of the Class A-1 Notes has been paid in full, and then to
  the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4
  Notes on a pro rata basis in
  reduction of principal until the principal amount of such Class A Notes has
  been paid in full;


	
 

	
 


	
 

	
(7) to the
  holders of the Class B Notes in reduction of principal until the principal
  amount of the Class B Notes has been paid in full;


	
 

	
 


	
 

	
(8) to the
  Servicer, legal expenses and costs, if any, incurred pursuant to Sections
  6.4(b) and (c); and


	
 

	
 


	
 

	
(9) to the
  Certificateholder, any remaining Available Funds for such Payment Date; and





          (B)
if the Notes have been accelerated after an Event of Default specified in Section
5.1(i), (ii), (iv) or (v) of the Indenture, then the
Servicer shall instead instruct the Indenture Trustee to apply Available Funds
in the following order of priority:


	
 

	
 


	
 

	
(1) to the
  Indenture Trustee and the Owner Trustee, all amounts due for fees, expenses
  and indemnification under Section 6.7 of the Indenture and Section
  7.1 of the Trust Agreement, respectively, and not previously paid;


	
 

	
 


	
 

	
(2) to the
  Servicer, the Servicing Fee and all unpaid Servicing Fees from prior
  Collection Periods;





20






	
 

	
 


	
 

	
(3) to the
  Class A Noteholders, the Accrued Class A Note Interest for such Payment Date;
  provided that if there are not
  sufficient funds available to pay the entire amount of the Accrued Class A
  Note Interest, the amounts available shall be applied to the payment of such
  interest on the Class A Notes on a pro
  rata basis;


	
 

	
 


	
 

	
(4) first,
  to the holders of the Class A-1 Notes in reduction of principal until the
  principal amount of the Class A-1 Notes has been paid in full, and then to
  the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4
  Notes on a pro rata basis in
  reduction of principal until the principal amount of such Class A Notes has
  been paid in full;


	
 

	
 


	
 

	
(5) to the
  Class B Noteholders, first, the Accrued Class B Note Interest for such
  Payment Date and second, in reduction of principal until the principal amount
  of the Class B Notes has been paid in full;


	
 

	
 


	
 

	
(6) to the
  Servicer, legal expenses and costs incurred pursuant to Sections 6.4(b)
  and (c); and


	
 

	
 


	
 

	
(7) to the
  Certificateholder, any remaining Available Funds for such Payment Date.





          (d)
If the Notes have not been accelerated because of an Event of Default, then on
each Payment Date the Servicer shall instruct the Indenture Trustee (based on
the information contained in the Servicer’s Certificate delivered on or before
the related Determination Date pursuant to Section 3.9), to withdraw the
funds deposited in the Principal Distribution Account on such Payment Date and
make distributions and payments in the following order of priority:


	
 

	
 


	
 

	
          (i)
  first, to the holders of the
  Class A-1 Notes on a pro rata basis
  in reduction of principal until the principal amount of the Class A-1 Notes
  has been paid in full;


	
 

	
 


	
 

	
          (ii)
  second, to the holders of the
  Class A-2 Notes on a pro rata basis
  in reduction of principal until the principal amount of the Class A-2 Notes
  has been paid in full;


	
 

	
 


	
 

	
          (iii)
  third, to the holders of the
  Class A-3 Notes on a pro rata basis
  in reduction of principal until the principal amount of the Class A-3 Notes
  has been paid in full;


	
 

	
 


	
 

	
          (iv)
  fourth, to the holders of the
  Class A-4 Notes on a pro rata basis
  in reduction of principal until the principal amount of the Class A-4 Notes
  has been paid in full; and


	
 

	
 


	
 

	
          (v)
  fifth, to the holders of the
  Class B Notes on a pro rata basis
  in reduction of principal until the principal amount of the Class B Notes has
  been paid in full.





21







Any funds
remaining on deposit in the Principal Distribution Account shall be paid to the
Indenture Trustee and the Owner Trustee to the extent, if any, of amounts due
to them hereunder that are unpaid, then to the Servicer any amounts payable
pursuant to Sections 6.4(b) and (c) and then to the Certificateholder. 


          (e)
Notwithstanding the foregoing in Section 4.6(d), if the Notes have been
accelerated after an Event of Default, then on each Payment Date the Servicer
shall instruct the Indenture Trustee (based on the information contained in the
Servicer’s Certificate delivered on or before the related Determination Date
pursuant to Section 3.9), to withdraw the funds deposited in the
Principal Distribution Account on such Payment Date and pay them, first, to the
holders of the Class A-1 Notes until the principal amount of the Class A-1
Notes has been paid in full, then, to the holders of the Class A-2 Notes, Class
A-3 Notes and Class A-4 Notes on a pro rata basis
in reduction of principal until the principal amount of the Class A Notes has
been paid in full and then to the holders of the Class B Notes in reduction of
principal until the principal amount of the Class B Notes has been paid in
full.


          (f)
[Reserved.]


          SECTION
4.7 Reserve Account. (a) (i) The Servicer shall, prior to the Closing
Date, cause to be established and maintained an Eligible Deposit Account in the
name “The Bank of New York, as Indenture Trustee, as secured party from USAA
Auto Owner Trust 2008-1”, initially at the corporate trust department of the
Indenture Trustee, which shall be designated as the “Reserve Account” (the
Reserve Account, together with the Collection Account (including the Principal
Distribution Account), the “Trust Accounts”). The Reserve Account shall
be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make
deposits to the Reserve Account in accordance with the Basic Documents. The
Reserve Account will be established and maintained pursuant to an account
agreement which specifies New York law as the governing law. In addition, the
Reserve Account shall be established and maintained at an institution which
agrees in writing that for so long as the Notes are Outstanding it will comply
with entitlement orders (as defined in Article 8 of the UCC) originated by the
Indenture Trustee without further consent of the Issuer. On the Closing Date,
the Depositor shall deposit the Reserve Initial Deposit into the Reserve
Account. The Reserve Account and all amounts, securities, investments,
financial assets and other property deposited in or credited to the Reserve
Account (such amounts, the “Reserve Account Property”) shall be held by
the Indenture Trustee as secured party for the benefit of the Noteholders and,
after payment in full of the Notes, as agent of the Owner Trustee and as part
of the Trust Property, and all deposits to and withdrawals from the Reserve
Account shall be made only upon the terms and conditions of the Basic
Documents. No checks shall be issued, printed or honored with respect to the
Reserve Account.


          The
Reserve Account Property shall, to the extent permitted by applicable law,
rules and regulations, be invested, as directed in writing by holders of
Certificates holding not less than a majority of the Percentage Interests
evidenced by the Certificates, by the bank or trust company then maintaining
the Reserve Account in Permitted Investments that mature so that funds will be
available by 11:00 a.m. New York City time on the next Payment Date or such
later date that satisfies the Rating Agency Condition, and such Permitted
Investments shall be held to maturity. If The Bank of New York is the Indenture
Trustee, in the absence of written direction, all funds shall be retained
uninvested. Additionally, amounts in the Reserve Account will be retained


22






uninvested in
the circumstances described in Section 8.3(c) of the Indenture. All
interest and other income (net of losses and investment expenses) on funds on
deposit in the Reserve Account shall be deposited therein. For the avoidance of
doubt, with respect to each Payment Date, any interest and other income earned
on funds in deposit in the Reserve Account from the Business Day prior to such
Payment Date through such Payment Date shall be deposited into the Reserve
Account. The Indenture Trustee shall not be liable for investment losses in
Permitted Investments made in accordance with directions from the investment
instructions received from holders of the Certificates as provided above. In the
event the Reserve Account is no longer to be maintained at the corporate trust
department of the Indenture Trustee, the Servicer shall, with the Indenture
Trustee’s or Owner Trustee’s assistance as necessary, cause an Eligible Deposit
Account to be established as the Reserve Account within ten (10) Business Days
(or such longer period not to exceed thirty (30) calendar days as to which each
Rating Agency may consent) and give written notice of the location and account
number of such account to the Indenture Trustee.


	
 

	
 

	
 


	
 

	
 

	
(ii) With
 respect to Reserve Account Property:


	
 

	
 

	
 


	
 

	
 

	
          (A)
 any Reserve Account Property that is a “financial asset” as defined in
 Section 8-102(a)(9) of the UCC shall be physically delivered to, or credited
 to an account in the name of, the institution maintaining the Reserve Account
 in accordance with such institution’s customary procedures such that such
 institution establishes a “securities entitlement” in favor of the Indenture
 Trustee with respect thereto; and


	
 

	
 

	
 


	
 

	
 

	
          (B)
 any Reserve Account Property that is held in deposit accounts shall be held
 solely in the name of the Indenture Trustee at one or more depository
 institutions having the Required Rating and each such deposit account shall
 be subject to the exclusive custody and control of the Indenture Trustee and
 the Indenture Trustee shall have sole signature authority with respect
 thereto.


	
 

	
 

	
 


	
 

	
          (iii)
 Except for any deposit accounts specified in clause (ii)(B) above, the
 Reserve Account shall only be invested in securities or in other assets which
 the institution maintaining the Reserve Account agrees to treat as “financial
 assets” as defined in Section 8-102(a)(9) of the UCC.





          (b)
If the Servicer pursuant to Section 4.4 determines on or before any
Determination Date that it is required to make an Advance and does not do so
from its own funds, the Servicer shall promptly instruct the Indenture Trustee
in writing to draw funds, in an amount specified by the Servicer, from the
Reserve Account and deposit them in the Collection Account to cover any
shortfall. Such payment shall be deemed to have been made by the Servicer
pursuant to Section 4.4 for purposes of making distributions pursuant to
this Agreement, but shall not otherwise satisfy the Servicer’s obligation to
deliver the amount of the Advances to the Indenture Trustee, and the Servicer
shall within two (2) Business Days replace any funds in the Reserve Account so
used.


          (c)
Following the payment in full of the aggregate principal amount of the Notes
and of all other amounts owing or to be distributed hereunder or under the
Indenture or the Trust


23






Agreement to
Noteholders, the Indenture Trustee and the Owner Trustee, any remaining Reserve
Account Property shall be distributed to the Certificateholder.


          SECTION
4.8 Net Deposits. For so long as (i) the Bank shall be the Servicer and
(ii) the Servicer shall be entitled, pursuant to Section 4.2, to remit
collections on a monthly basis rather than within two (2) Business Days of
receipt, the Bank may make the remittances pursuant to Sections 4.2, 4.4
and 4.5 above, net of amounts to be distributed to the Bank pursuant to Section
4.6(c). Nonetheless, the Servicer shall account for all of the above
described remittances and distributions except for the Supplemental Servicing
Fee in the Servicer’s Certificate as if the amounts were deposited and/or
transferred separately.


          SECTION
4.9 Statements to Noteholders and Certificateholders. On the Business
Day prior to each Payment Date, the Servicer shall provide to the Indenture
Trustee (with copies to the Rating Agencies, each Note Paying Agent and the
Depositor) for the Indenture Trustee to make available to each Noteholder of
record as of the most recent Record Date and to the Owner Trustee for the Owner
Trustee to forward to each Certificateholder of record as of the most recent
Record Date a statement based on information in the Servicer’s Certificate
furnished pursuant to Section 3.9, setting forth for the Collection
Period relating to such Payment Date the following information as to the Notes
and the Certificates to the extent applicable:


	
 

	
 


	
 

	
          (i)
 the amount of such distribution allocable to principal allocable to the Notes
 and to the Certificates;


	
 

	
 


	
 

	
          (ii)
 the amount of such distribution allocable to interest allocable to the Notes
 and the Certificates;


	
 

	
 


	
 

	
          (iii)
 the amount of such distribution allocable to draws from the Reserve Account,
 if any;


	
 

	
 


	
 

	
          (iv)
 the number of Receivables and the Pool Balance as of the beginning of
 business on the first day of the preceding Collection Period and the close of
 business on the last day of the preceding Collection Period;


	
 

	
 


	
 

	
          (v)
 the Specified Reserve Balance as of such Payment Date;


	
 

	
 


	
 

	
          (vi)
 the amount of the Servicing Fee paid to the Servicer with respect to the
 related Collection Period and the amount of any unpaid Servicing Fees and the
 change in such amount from that of the prior Payment Date;


	
 

	
 


	
 

	
          (vii)
 the amounts of the Class A Noteholders’ Interest Carryover Shortfall and the
 Class B Noteholders’ Interest Carryover Shortfall, if any, on such Payment
 Date and the change in such amounts from the preceding Payment Date;


	
 

	
 


	
 

	
          (viii)
 the aggregate outstanding principal amount of each Class of Notes and the
 Note Pool Factor for each Class of Notes as of such Payment Date;


	
 

	
 


	
 

	
          (ix)
 the amount of any previously due and unpaid payment of principal of the
 Notes, and the change in such amount from that of the prior Payment Date;





24






	
 

	
 


	
 

	
          (x)
 [reserved];


	
 

	
 


	
 

	
          (xi)
 the balance of the Reserve Account on such Payment Date, after giving effect
 to distributions made on such Payment Date and the change in such balance
 from the preceding Payment Date;


	
 

	
 


	
 

	
          (xii)
 [reserved];


	
 

	
 


	
 

	
          (xiii)
 the aggregate Purchase Amount of Receivables repurchased by the Depositor or
 the Seller or purchased by the Servicer, if any, with respect to the related
 Collection Period;


	
 

	
 


	
 

	
          (xiv)
 the amount of Advances, if any, on such Payment Date;


	
 

	
 


	
 

	
          (xv)
 the aggregate Collections for the related Collection Period;


	
 

	
 


	
 

	
          (xvi)
 the aggregate Principal Balance of the Receivables that became designated as
 Defaulted Receivables during the related Collection Period;


	
 

	
 


	
 

	
          (xvii)
 the applicable Record Dates, Interest Period and Determination Dates for
 calculating distributions and the actual Payment Date;


	
 

	
 


	
 

	
          (xviii)
 the amount of Collections received on the Receivables and any other assets of
 the Trust for the related Collection Period and any fees and expenses of the
 Trust paid with respect to the Collection Period;


	
 

	
 


	
 

	
          (xix)
 delinquency and loss information for the Receivables for the related
 Collection Period; and


	
 

	
 


	
 

	
          (xx)
 information on any coverage ratios or performance triggers, if applicable,
 including the Specified Reserve Reduction Trigger, and an indication if such
 triggers have been reached.





          In
addition, such statements may be made available to the Noteholders and
Certificateholders of record by being posted by the Indenture Trustee on its
website at www.bnyinvestorreporting.com. Access to such statements
posted to such website shall be limited to Noteholders and Certificateholders
only. The Indenture Trustee shall take whatever steps it believes in its sole
discretion to be necessary to so limit access to such statements on such
website.


ARTICLE V


THE DEPOSITOR


          SECTION
5.1 Representations, Warranties and Covenants of Depositor.


          (a)
The Depositor makes the following representations and warranties on which the
Issuer is deemed to have relied in acquiring the Trust Property. The
representations and


25






warranties
speak as of the execution and delivery of this Agreement and shall survive the
conveyance of the Trust Property, by the Depositor to the Issuer and the pledge
thereof by the Issuer to the Indenture Trustee pursuant to the Indenture:


	
 

	
 


	
 

	
          (i)
 Organization and Good Standing. The Depositor is a limited liability
 company duly formed, 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 presently conducted, and had at all relevant times, and
 has, power, authority, and legal right to acquire and own the Receivables.


	
 

	
 


	
 

	
          (ii)
 Power and Authority. The Depositor has all requisite power and
 authority to execute and deliver this Agreement and the other Basic Documents
 to which it is a party and to carry out their 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, executed and delivered by the Depositor by
 all necessary limited liability company action.


	
 

	
 


	
 

	
          (iii)
 Binding Obligations. This Agreement, when duly executed and delivered
 by the other parties hereto, constitutes a legal, valid, and binding
 obligation of the Depositor enforceable against the Depositor in accordance
 with its terms, except as the enforceability hereof may be limited by
 bankruptcy, insolvency, reorganization, or other similar laws affecting
 creditors’ rights in general and by general principles of equity, regardless
 of whether such enforceability is considered in a proceeding in equity or at
 law.


	
 

	
 


	
 

	
          (iv)
 No Violation. The consummation of the transactions contemplated by
 this Agreement and the other Basic Documents to which the Depositor is a
 party and the fulfillment of the terms hereof and thereof do not (i) conflict
 with, result in any breach of any of the terms and provisions of, or
 constitute (with or without notice or lapse of time) a default under, the
 limited liability company agreement of the Depositor, or conflict with or
 breach any of the material terms or provisions of, or constitute (with or
 without notice or lapse of time) a default under, any indenture, agreement,
 or other instrument to which the Depositor is a party or by which it is
 bound, (ii) result in the creation or imposition of any lien upon any of its
 properties pursuant to the terms of any such indenture, agreement, or other
 instrument, or (iii) violate any law or, to the best of the Depositor’s
 knowledge, any order, rule, or regulation applicable to the Depositor of any
 court or of any federal or state regulatory body, administrative agency, or
 other governmental instrumentality having jurisdiction over the Depositor or
 its properties.


	
 

	
 


	
 

	
          (v)
 No Proceedings. There are no proceedings or investigations pending,
 or, to the best of the Depositor’s knowledge, threatened, before any court,
 regulatory body, administrative agency, or other governmental instrumentality
 having jurisdiction over the Depositor or its properties (i) asserting the
 invalidity of this Agreement, any of the other





26






	
 

	
 


	
 

	
Basic
 Documents or the Securities, (ii) seeking to prevent the issuance of the
 Securities or the consummation of any of the transactions contemplated by
 this Agreement or the other Basic Documents, (iii) seeking any determination
 or ruling that might materially and adversely affect the performance by the
 Depositor of its obligations under, or the validity or enforceability of,
 this Agreement, any of the other Basic Documents or the Securities or (iv)
 relating to the Depositor and which might adversely affect the federal income
 tax attributes of the Securities.


	
 

	
 


	
 

	
          (vi)
 Security Interest Representation. This Agreement creates a valid and
 continuing security interest (as defined in the applicable UCC) in the
 Receivables that is in existence in favor of the Issuer, which security
 interest is prior to all other liens, and is enforceable as such as against
 creditors of and purchasers from the Depositor, which security interest will
 be assigned to the Indenture Trustee pursuant to the Indenture. Other than
 the security interest granted to the Issuer, the Depositor has not pledged,
 assigned, transferred or sold, a security interest in, or otherwise conveyed
 any of the Receivables, the Depositor has not authorized the filing of and is
 not aware of any financing statements against the Depositor that include a
 description of such Receivables other than the financing statements in favor of
 the Issuer and the Indenture Trustee, and the Depositor is not aware of any
 judgment or tax lien filing against it.





          (b)
The Depositor covenants that it shall provide, or cause the Servicer to
provide, in a timely manner the certifications required by Section 302
of the Sarbanes-Oxley Act of 2002.


          SECTION
5.2 Liability of Depositor; Indemnities. The Depositor shall be liable
in accordance herewith only to the extent of the obligations specifically
undertaken by the Depositor under this Agreement, and hereby agrees to the
following:


          (a)
The Depositor shall indemnify, defend, and hold harmless the Issuer, the Owner
Trustee and the Indenture Trustee from and against any taxes that may at any
time be asserted against any such Person with respect to, and as of the date
of, the conveyance of the Receivables to the Issuer or the issuance and
original sale of the Notes and the Certificates, including any sales, gross
receipts, general corporation, tangible personal property, privilege, or
license taxes (but, in the case of the Issuer, not including any taxes asserted
with respect to ownership of the Receivables or federal or state income taxes
arising out of the transactions contemplated by this Agreement and the other
Basic Documents) and costs and expenses in defending against the same.


          (b)
The Depositor shall indemnify, defend, and hold harmless the Issuer, the Owner
Trustee, the Indenture Trustee, the Noteholders and the Certificateholders from
and against any loss, liability or expense incurred by reason of (i) the
Depositor’s willful misfeasance, bad faith, or negligence in the performance of
its duties under this Agreement, or by reason of reckless disregard of its
obligations and duties under this Agreement and (ii) the Depositor’s violation
of federal or State securities laws in connection with the registration or the
sale of the Notes or the Certificates.


          (c)
Indemnification under this Section 5.2 shall survive the resignation or
removal of the Owner Trustee or the Indenture Trustee and the termination of
this Agreement and shall


27






include,
without limitation, reasonable fees and expenses of counsel and expenses of
litigation. If the Depositor shall have made any indemnity payments pursuant to
this Section 5.2 and the Person to or on behalf of whom such payments are made
thereafter shall collect any of such amounts from others, such Person shall
promptly repay such amounts to the Depositor, without interest. 


          SECTION
5.3 Merger or Consolidation of, or Assumption of the Obligations of
Depositor. Any Person (i) into which the Depositor may be merged or
consolidated, (ii) resulting from any merger, conversion, or consolidation to
which the Depositor shall be a party, or (iii) succeeding to the business of
the Depositor, which Person in any of the foregoing cases executes an agreement
of assumption to perform every obligation of the Depositor under this
Agreement, will be the successor to the Depositor under this Agreement without
the execution or filing of any document or any further act on the part of any
of the parties to this Agreement. The Depositor shall provide notice of any
merger, conversion, consolidation, or succession pursuant to this Section 5.3 to the Rating Agencies. 


          SECTION
5.4 Limitation on Liability of Depositor and Others. The Depositor and
any officer or employee or agent of the Depositor may rely in good faith on the
advice of counsel or on any document of any kind, prima facie properly executed
and submitted by any Person respecting any matters arising hereunder. The
Depositor shall not be under any obligation to appear in, prosecute, or defend
any legal action that shall not be incidental to its obligations under this
Agreement, and that in its opinion may involve it in any expense or liability.


          SECTION
5.5 Depositor May Own Notes or Certificates. The Depositor, and any
Affiliate of the Depositor, may in its individual or any other capacity become
the owner or pledgee of Notes or Certificates with the same rights as it would
have if it were not the Depositor or an Affiliate thereof, except as otherwise
expressly provided herein or in the other Basic Documents. Except as set forth
herein or in the other Basic Documents, Notes and Certificates so owned by or
pledged to the Depositor or any such Affiliate shall have an equal and
proportionate benefit under the provisions of this Agreement and the other
Basic Documents, without preference, priority, or distinction as among all of
the Notes and Certificates.


ARTICLE VI


THE SERVICER


          SECTION
6.1 Representations of Servicer. The Servicer makes the following
representations on which the Issuer is deemed to have relied in acquiring the
Trust Property. The representations speak as of the execution and delivery of
this Agreement and shall survive the conveyance of the Trust Property to the
Issuer and the pledge thereof by the Issuer pursuant to the Indenture:


          (a)
Organization and Good Standing. The Servicer has been duly organized and
is validly existing as a federally chartered savings association or corporation
and is in good standing under the laws of the United States of America or its
state of incorporation, with power and authority to own its properties and to
conduct its business as such properties are currently owned and such business
is presently conducted, and had at all relevant times, and has, power,


28






authority, and
legal right to acquire, own, sell, and service the Receivables and to hold the
Receivable Files as custodian on behalf of the Indenture Trustee.


          (b)
Power and Authority. The Servicer has the power and authority to execute
and deliver this Agreement and the other Basic Documents to which it is a party
and to carry out their terms; and the execution, delivery, and performance of
this Agreement and the other Basic Documents to which it is a party shall have
been duly authorized, executed and delivered by the Servicer by all necessary
corporate action.


          (c)
Binding Obligations. This Agreement constitutes a legal, valid, and binding
obligation of the Servicer enforceable 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 in general and by general
principles of equity regardless of whether such enforceability is considered in
a proceeding in equity or law.


          (d)
No Violation. The consummation of the transactions contemplated by this
Agreement and the other Basic Documents to which the Servicer is a party and
the fulfillment of the terms hereof do not conflict with, result in any breach
of any of the terms and provisions of, nor constitute (i) (with or without
notice or lapse of time) a default under, the articles of association or bylaws
of the Servicer, or conflict with or breach any of the material terms or
provisions of, or constitute (with or without notice or lapse of time) a
default under, any indenture, agreement, or other instrument to which the
Servicer is a party or by which it shall be bound, (ii) result in the creation
or imposition of any lien upon any of its properties pursuant to the terms of
any such indenture, agreement, or other instrument or (iii) violate any law or,
to the best of the Servicer’s knowledge, any order, rule, or regulation
applicable to the Servicer of any court or of any federal or state regulatory
body, administrative agency, or other governmental instrumentality having
jurisdiction over the Servicer or its properties.


          (e)
No Proceedings. There are no proceedings or investigations pending, or
to the best of the Servicer’s knowledge, threatened, before any court,
regulatory body, administrative agency, or other governmental instrumentality
having jurisdiction over the Servicer or its properties (i) asserting the
invalidity of this Agreement, any of the other Basic Documents or the
Securities, (ii) seeking to prevent the issuance of the Securities or the
consummation of any of the transactions contemplated by this Agreement and the
other Basic Documents, (iii) seeking any determination or ruling that might
materially and adversely affect the performance by the Servicer of its
obligations under, or the validity or enforceability of, this Agreement, any of
the other Basic Documents or the Securities, or (iv) relating to the Servicer
and which might adversely affect the federal income tax attributes of the
Securities.


          (f)
Fidelity Bond. The Servicer maintains a fidelity bond in such form and
amount as is customary for banks acting as custodian of funds and documents in
respect of retail automotive installment sales contracts.


          (g)
Qualifying Income. The Servicer will assist the Issuer in meeting its
responsibility under Section 2.4 of the Indenture and Section 2.11 of the Trust
Agreement that at least 90% of the Issuer’s gross income for each taxable year
of the Issuer will constitute  


29






“qualifying
income” under Section 7704(d) of the Internal Revenue Code of 1986, as amended
in the form of interest and gains from the receivables and other qualifying
income.


          SECTION
6.2 Indemnities of Servicer. The Servicer shall be liable in accordance
herewith only to the extent of the obligations specifically undertaken by the
Servicer under this Agreement, and hereby agrees to the following:


          (a)
The Servicer shall defend, indemnify and hold harmless the Issuer, the Owner
Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the
Depositor from and against any and all costs, expenses, losses, damages, claims
and liabilities, arising out of or resulting from the use, ownership or
operation by the Servicer or any Affiliate thereof of a Financed Vehicle.


          (b)
The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner
Trustee, the Depositor and the Indenture Trustee from and against any taxes
that may at any time be asserted against any such Person with respect to the
transactions contemplated herein or in the other Basic Documents, if any, including,
without limitation, any sales, gross receipts, general corporation, tangible
personal property, privilege, or license taxes (but, in the case of the Issuer,
not including any taxes asserted with respect to, and as of the date of, the
conveyance of the Receivables to the Issuer or the issuance and original sale
of the Notes and the Certificates, or asserted with respect to ownership of the
Receivables, or federal or state income taxes arising out of the transactions
contemplated by this Agreement and the other Basic Documents) and costs and
expenses in defending against the same.


          (c)
The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner
Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the
Depositor from and against any and all costs, expenses, losses, claims,
damages, and liabilities to the extent that such cost, expense, loss, claim,
damage, or liability arose out of, or was imposed upon any such Person through,
the negligence, willful misfeasance, or bad faith of the Servicer in the
performance of its duties under this Agreement or any other Basic Document to
which it is a party, or by reason of reckless disregard of its obligations and
duties under this Agreement or any other Basic Document to which it is a party.


          (d)
The Servicer shall indemnify, defend, and hold harmless the Owner Trustee and
the Indenture Trustee, as applicable, from and against all costs, expenses,
losses, claims, damages, and liabilities arising out of or incurred in
connection with the acceptance or performance of the trusts and duties
contained herein and in the other Basic Documents, if any, except to the extent
that such cost, expense, loss, claim, damage, or liability: (i) shall be due to
the willful misfeasance, bad faith, or negligence (except for errors in
judgment) of the Owner Trustee or the Indenture Trustee, as applicable; (ii) in
the case of the Owner Trustee, shall arise from the Owner Trustee’s breach of
any of its representations or warranties set forth in Section 6.9 of the Trust
Agreement or, in the case of the Indenture Trustee, from the Indenture
Trustee’s breach of any of its representations or warranties set forth in the
Indenture; or (iii) in the case of the Indenture Trustee, shall arise out of or
be incurred in connection with the performance by the Indenture Trustee of the
duties of a Successor Servicer hereunder. 


30






          (e)
Indemnification under this Section 6.2 by the Bank (or any successor
thereto pursuant to Section 7.2) as Servicer, with respect to the period
such Person was the Servicer, shall survive the termination of such Person as
Servicer or a resignation by such Person as Servicer as well as the termination
of this Agreement or the resignation or removal of the Owner Trustee or the
Indenture Trustee and shall include reasonable fees and expenses of counsel and
expenses of litigation. If the Servicer shall have made any indemnity payments
pursuant to this Section 6.2 and the Person to or on behalf of whom such
payments are made thereafter shall collect any of such amounts from others,
such Person shall promptly repay such amounts to the Servicer, without
interest.


          SECTION
6.3 Merger or Consolidation of, or Assumption of the Obligations of Servicer.
Any Person (i) into which the Servicer may be merged or consolidated, (ii)
resulting from any merger, conversion, or consolidation to which the Servicer
shall be a party, (iii) succeeding to the business of the Servicer or (iv) 50%
or more of the equity of which is owned, directly or indirectly, by the United
Services Automobile Association, which Person in any of the foregoing cases
executes an agreement of assumption to perform every obligation of the Servicer
under this Agreement, will be the successor to the Servicer under this
Agreement without the execution or filing of any paper or any further act on
the part of any of the parties to this Agreement. The Servicer shall provide
prior notice of the effective date of any merger, conversion, consolidation or
succession pursuant to this Section 6.3 to the Rating Agencies, the
Indenture Trustee and the Depositor. The Servicer shall provide the Depositor
in writing such information as reasonably requested by the Depositor to comply
with its Exchange Act reporting obligations with respect to a successor
Servicer.


          SECTION
6.4 Limitation on Liability of Servicer and Others. (a) Neither the
Servicer nor any of the directors or officers or employees or agents of the
Servicer shall be under any liability to the Issuer, the Noteholders or the
Certificateholders, except as provided under this Agreement, for any action
taken or for refraining from the taking of any action pursuant to this
Agreement or for errors in judgment; provided,
however, that this provision
shall not protect the Servicer or any such Person against any liability that
would otherwise be imposed by reason of willful misfeasance or bad faith in the
performance of duties or by reason of reckless disregard of obligations and
duties under this Agreement, or by reason of negligence in the performance of
its duties under this Agreement. The Servicer and any director, officer or
employee or agent of the Servicer may rely in good faith on any Opinion of
Counsel or on any Officer’s Certificate of the Depositor or certificate of
auditors believed to be genuine and to have been signed by the proper party in
respect of any matters arising under this Agreement.


          (b)
Except as provided in this Agreement, the Servicer shall not be under any
obligation to appear in, prosecute, or defend any legal action that shall not
be incidental to its duties to service the Receivables in accordance with this
Agreement, and that in its opinion may involve it in any expense or liability; provided, however,
that the Servicer may undertake any reasonable action that it may deem
necessary or desirable in respect of this Agreement and the rights and duties
of the parties to this Agreement and the interests of the Noteholders and
Certificateholders under this Agreement. In such event, the legal expenses and
costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities of the Issuer, and the Servicer shall be entitled to be
reimbursed therefor. Any amounts due the Servicer pursuant to this subsection
shall be payable on a Payment Date from the Available Collections


31






on deposit in
the Collection Account only after all payments required to be made on such date
to the Noteholders and the Servicer have been made, and deposits of any amount
required to be deposited into the Reserve Account pursuant to Section
4.6(c)(vii) to maintain the amount on deposit therein (exclusive of
investment income and earnings on amounts on deposit therein) at the Specified
Reserve Balance on such date have been made.


          (c)
The Servicer and any director or officer or employee or agent of the Servicer
shall be indemnified by the Trust and held harmless against any loss,
liability, or expense including reasonable attorneys’ fees and expenses
incurred in connection with any legal action relating to the performance of the
Servicer’s duties under this Agreement, other than (i) any loss or liability
otherwise reimbursable pursuant to this Agreement; (ii) any loss, liability, or
expense incurred solely by reason of the Servicer’s willful misfeasance,
negligence, or bad faith in the performance of its duties hereunder or by
reason of reckless disregard of its obligations and duties under this
Agreement; and (iii) any loss, liability, or expense for which the Issuer is to
be indemnified by the Servicer under this Agreement. Any amounts due the
Servicer pursuant to this subsection shall be payable on a Payment Date from
the Available Funds on deposit in the Collection Account only after all
payments required to be made on such date to the Noteholders and the Servicer
have been made, and deposits of any amount required to be deposited into the
Reserve Account pursuant to Section 4.6(c)(vii) to maintain the amount
on deposit therein (exclusive of investment income and earnings on amounts on
deposit therein) at the Specified Reserve Balance on such date have been made.


          SECTION
6.5 Delegation of Duties. The Servicer may at any time perform specific
duties as servicer under this Agreement through sub-contractors; provided that no such delegation or
subcontracting shall relieve the Servicer of its responsibilities with respect
to such duties as to which the Servicer shall remain primarily responsible and
the Servicer shall be solely responsible for the fees of any such sub-contractors.


          SECTION
6.6 Servicer Not to Resign as Servicer. Subject to the provisions of
Section 6.3, the Servicer shall not resign from its obligations and duties
under this Agreement except upon determination that the performance of its
duties under this Agreement shall no longer be permissible under applicable
law. Notice of any such determination permitting the resignation of the
Servicer shall be communicated to the Owner Trustee, the Indenture Trustee and
the Depositor at the earliest practicable time (and, if such communication is
not in writing, shall be confirmed in writing at the earliest practicable time)
and any such determination shall be evidenced by an Opinion of Counsel to such
effect delivered to the Owner Trustee and the Indenture Trustee concurrently
with or promptly after such notice. No such resignation shall become effective
until the Indenture Trustee or a Successor Servicer shall have (i) taken the
actions required by Section 7.1(b), (ii) assumed the responsibilities
and obligations of the Servicer in accordance with Section 7.2 and (iii)
provided in writing the information reasonably requested by the Depositor to
comply with its reporting obligations under the Exchange Act with respect to a
replacement Servicer. 


          SECTION
6.7 Servicer May Own Notes or Certificates. The Servicer, and any
Affiliate of the Servicer, may, in its individual or any other capacity, become
the owner or pledgee of Notes or Certificates with the same rights as it would
have if it were not the Servicer or an Affiliate thereof, except as otherwise
expressly provided herein or in the other Basic Documents.


32






Except as set
forth herein or in the other Basic Documents, Notes and Certificates so owned
by or pledged to the Servicer or such Affiliate shall have an equal and
proportionate benefit under the provisions of this Agreement, without
preference, priority or distinction as among all of the Notes and Certificates.


ARTICLE VII


SERVICING TERMINATION


          SECTION
7.1 Events of Servicing Termination. (a) If any one of the following
events (“Events of Servicing Termination”) shall occur and be
continuing:


	
 

	
 


	
 

	
          (i)
 Any failure by the Servicer (or, so long as the Seller is the Servicer, the
 Seller) to deliver to the Owner Trustee or the Indenture Trustee any proceeds
 or payment required to be so delivered under the terms of the Notes and the
 Certificates and this Agreement that shall continue unremedied for a period
 of five (5) Business Days after written notice of such failure is received by
 the Servicer or the Seller, as the case may be, from the Owner Trustee or the
 Indenture Trustee or after discovery of such failure by an officer of the
 Servicer or the Seller, as the case may be; or


	
 

	
 


	
 

	
          (ii)
 Failure on the part of the Servicer (or, so long as the Seller is the
 Servicer, the Seller) duly to observe or to perform in any material respect
 any other covenants or agreements, as the case may be, set forth in the
 Notes, the Certificates or in this Agreement, which failure shall (A)
 materially and adversely affect the rights of Noteholders or
 Certificateholders and (B) continue unremedied for a period of ninety (90)
 days after the date on which written notice of such failure, requiring the
 same to be remedied, shall have been given (1) to the Servicer or the Seller,
 as the case may be, by the Owner Trustee or the Indenture Trustee, or (2) to
 the Owner Trustee, the Indenture Trustee, the Seller and the Servicer by the
 Noteholders of Notes evidencing not less than 25% of the principal amount of
 the Controlling Class or, if no Notes are outstanding, by Certificateholders
 of Certificates evidencing not less than 25% of the Percentage Interests
 evidenced by the Certificates; or


	
 

	
 


	
 

	
          (iii)
 So long as the Bank or another depository institution is not the Servicer,
 the entry of a decree or order by a court or agency or supervisory authority
 having jurisdiction in the premises for the appointment of a conservator,
 receiver, or liquidator for the Servicer in any insolvency, readjustment of
 debt, marshalling of assets and liabilities, or similar proceedings, or for
 the winding up or liquidation of its respective affairs, and the continuance
 of any such decree or order unstayed and in effect for a period of sixty (60)
 consecutive days; or


	
 

	
 


	
 

	
          (iv)
 So long as the Bank or another depository institution is not the Servicer,
 the consent by the Servicer to the appointment of a conservator or receiver
 or liquidator in any insolvency, readjustment of debt, marshalling of assets
 and liabilities, or similar proceedings of or relating to the Servicer of or
 relating to substantially all of its property; or the Servicer shall admit in
 writing its inability to pay its debts generally as they become due, file a
 petition to take advantage of any applicable insolvency or





33






	
 

	
 


	
 

	
reorganization
 statute, make an assignment for the benefit of its creditors, or voluntary
 suspend payment of its obligations or become insolvent;





then the
Indenture Trustee shall promptly notify each Rating Agency, and in each and every
case, so long as an Event of Servicing Termination shall not have been
remedied, either the Indenture Trustee or the holders of Notes evidencing not
less than a majority of the principal amount of the Controlling Class
Outstanding (or, if no Notes are Outstanding, Certificates evidencing not less
than a majority of the Percentage Interests evidenced by the Certificates), by
notice then given in writing to the Servicer (and to the Indenture Trustee and
the Owner Trustee if given by the Noteholders and to the Owner Trustee if given
by the Certificateholders) (with a copy to the Rating Agencies) may terminate
all of the rights and obligations of the Servicer under this Agreement. On or
after the receipt by the Servicer of such written notice, all authority and
power of the Servicer under this Agreement, whether with respect to the Notes,
the Certificates or the Trust Property or otherwise, shall pass to and be
vested in the Indenture Trustee or such Successor Servicer as may be appointed
under Section 7.2; and, without limitation, the Indenture Trustee and
the Owner Trustee are hereby authorized and empowered to execute and deliver,
on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the
Receivables and related documents, or otherwise.


          (b)
Upon termination of the Servicer under Section 7.1(a), the predecessor
Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such
Successor Servicer in effecting the termination of the responsibilities and
rights of the predecessor Servicer under this Agreement, including the transfer
to the Indenture Trustee or such Successor Servicer for administration of all
cash amounts that shall at the time be held by the predecessor Servicer for
deposit, or shall thereafter be received with respect to a Receivable and the
delivery of the Receivable Files and the related accounts and records
maintained by the Servicer. All reasonable costs and expenses (including
attorneys’ fees) incurred in connection with transferring the Receivable Files
to the Successor Servicer and amending this Agreement to reflect such
succession as Servicer pursuant to this Section 7.1 shall be paid by the
predecessor Servicer upon presentation of reasonable documentation of such
costs and expenses.


          SECTION
7.2 Appointment of Successor Servicer. (a) Upon the Servicer’s receipt
of notice of termination pursuant to Section 7.1 or the Servicer’s
resignation in accordance with the terms of this Agreement, the predecessor
Servicer shall continue to perform its functions as Servicer under this
Agreement, in the case of termination, only until the date specified in such
termination notice or, if no such date is specified in a notice of termination,
until receipt of such notice and, in the case of resignation, until the later
of (x) the date 90 days from the delivery to the Indenture Trustee and the
Owner Trustee of written notice of such resignation (or written confirmation of
such notice) in accordance with the terms of this Agreement and (y) the date
upon which the predecessor Servicer shall become unable to act as Servicer, as
specified in the notice of resignation and accompanying Opinion of Counsel. In
the event of the Servicer’s resignation or termination hereunder, the Issuer
shall appoint a Successor Servicer, and the Successor Servicer shall accept its
appointment by a written assumption in form acceptable to the Owner Trustee and
the Indenture Trustee (with a copy to each Rating Agency) and shall provide the
Depositor in writing with such information as reasonably requested by the Depositor
to


34






comply with
its reporting obligations under the Exchange Act with respect to a replacement
servicer. In the event that a Successor Servicer has not been appointed at the
time when the predecessor Servicer has ceased to act as Servicer in accordance
with this Section 7.2, the Indenture Trustee without further action shall
automatically be appointed the Successor Servicer and the Indenture Trustee
shall be entitled to the Servicing Fee and shall provide the Depositor in
writing with such information as reasonably requested by the Depositor to
comply with its reporting obligations under the Exchange Act with respect to a
replacement servicer. The Indenture Trustee may resign as the Servicer by
giving written notice of such resignation to the Issuer and in such event shall
be released from such duties and obligations, such release not to be effective
until the date a Successor Servicer enters into a written assumption as
provided in this Section. Upon delivery of any such notice to the Issuer, the Issuer
shall obtain a new servicer as the Successor Servicer in accordance with this
Section. Notwithstanding the above, if the Indenture Trustee shall be legally
unable so to act or if, within 30 days after the delivery of its notice of
resignation, the Issuer shall not have obtained a Successor Servicer, the
Indenture Trustee shall appoint, or petition a court of competent jurisdiction
to appoint, any established institution, having a net worth of not less than
$100,000,000 and whose regular business shall include the servicing of
automotive receivables, as the successor to the Servicer under this Agreement; provided that the Rating Agency Condition
shall be satisfied in connection with such appointment. 


          (b)
Upon appointment, the Successor Servicer shall be the successor in all respects
to the predecessor Servicer and shall be subject to all the responsibilities,
duties, and liabilities arising thereafter relating thereto placed on the
predecessor Servicer, by the terms and provisions of this Agreement.


          (c)
In connection with such appointment, subject to Section 3.7(e) of the
Indenture, the Indenture Trustee may make such arrangements for the
compensation of such Successor Servicer out of payments on Receivables as it
and such Successor Servicer shall agree; provided,
however, that no such compensation shall be in excess of that
permitted the predecessor Servicer under this Agreement. The Indenture Trustee
and such Successor Servicer shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession.


          SECTION
7.3 Repayment of Advances. If the identity of the Servicer shall change,
the predecessor Servicer shall be entitled to receive to the extent of
available funds reimbursement for Outstanding Advances pursuant to Section
4.4, in the manner specified in Section 4.6, with respect to all
Advances made by the predecessor Servicer.


          SECTION
7.4 Notification to Noteholders and Certificateholders. Upon any
termination of, or appointment of a successor to, the Servicer pursuant to this
Article VII, the Indenture Trustee shall give prompt written notice
thereof to Noteholders, and the Owner Trustee shall give prompt written notice
thereof to Certificateholders at their respective addresses of record and to
each Rating Agency.


          SECTION
7.5 Waiver of Past Events of Servicing Termination. The holders of Notes
evidencing not less than a majority of the principal amount of the Controlling
Class (or, if no Notes are Outstanding, holders of Certificates evidencing not
less than a majority of the Percentage Interests evidenced by the Certificates)
may, on behalf of all Noteholders and


35






Certificateholders,
waive any Event of Servicing Termination hereunder and its consequences, except
an event resulting from the failure to make any required deposits to or
payments from any of the Trust Accounts in accordance with this Agreement,
which shall require the unanimous vote of all Holders of Outstanding
Securities. Upon any such waiver of a past Event of Servicing Termination, such
Event of Servicing Termination shall cease to exist, and shall be deemed to
have been remedied for every purpose of this Agreement. No such waiver shall
extend to any subsequent or other event or impair any right consequent thereon.
The Issuer shall provide written notice of any such waiver to the Rating
Agencies.


ARTICLE VIII


TERMINATION


          SECTION
8.1 Optional Purchase of All Receivables. As of the last day of any
Collection Period as of which the Pool Factor shall be equal to or less than
the Optional Purchase Percentage, the Servicer shall have the option to
purchase the Trust Property from the Trust. To exercise such option, the
Servicer shall deposit pursuant to Section 4.5 in the Collection Account
an amount equal to the lesser of (i) the aggregate Purchase Amount for the
Receivables and (ii) the fair market value of the Receivables, and shall
succeed to all interests in and to the Trust. Notwithstanding the foregoing,
the Servicer shall not be permitted to exercise such option unless the amount
to be deposited in the Collection Account pursuant to the preceding sentence is
greater than or equal to the sum of the outstanding principal amount of the
Notes and all accrued but unpaid interest (including any over due interest)
thereon. The amount deposited in the Collection Account pursuant to this Section
8.1 shall be used on the next Payment Date to make payments in full to
Noteholders and Certificateholders in the manner set forth in Article IV.


          SECTION
8.2 Succession Upon Satisfaction and Discharge of Indenture. Following
the satisfaction and discharge of the Indenture and the payment in full of the
principal of and interest on the Notes, to the extent permitted by applicable
law and until the payment of all amounts owing or to be distributed hereunder
to the Certificateholders, the Indenture Trustee will continue to carry out its
obligations hereunder as agent for the Owner Trustee, including without
limitation making distributions from the Collection Account in accordance with Section
4.6, making withdrawals from the Reserve Account in accordance with Section
4.5(b) and Section 4.7.


ARTICLE IX


MISCELLANEOUS PROVISIONS


          SECTION
9.1 Amendment.


          (a)
This Agreement may be amended by the Depositor, the Servicer and the Issuer,
with the consent of the Indenture Trustee and the Owner Trustee to the extent
that their respective rights or obligations may be affected thereby (which
consent may not be unreasonably withheld), but without the consent of any of
the Noteholders or the Certificateholders, to cure any ambiguity, to correct or
supplement any provisions in this Agreement, or to add any provisions to or
change or eliminate any provisions or to modify the rights of the Noteholders
or


36






Certificateholders;
provided, however, that (i) such action shall not,
as evidenced by either an Opinion of Counsel or an Officer’s Certificate
delivered to the Owner Trustee and the Indenture Trustee, materially and
adversely affect the interests of any Noteholder or Certificateholder and (ii)
the Rating Agency Condition shall be satisfied.


          (b)
This Agreement may also be amended from time to time by the Depositor, the
Servicer and the Issuer, with the consent of the Indenture Trustee and the Owner
Trustee to the extent that their respective rights or obligations may be
affected thereby (which consent may not be unreasonably withheld) and with the
consent of (i) the Noteholders of Notes evidencing not less than a majority of
the principal amount of each Class of Notes and (ii) the Certificateholders of
Certificates evidencing not less than a majority of the Percentage Interests
evidenced by the Certificates (which consent of any holder of a Note or holder
of a Certificate given pursuant to this Section 9.1 or pursuant to any
other provision of this Agreement shall be conclusive and binding on such Note
or Certificate, as the case may be, and on all future holders of such Note or
holders of such Certificate, as the case may be, and of any Note or Certificate,
as applicable, issued upon the transfer thereof or in exchange thereof or in
lieu thereof whether or not notation of such consent is made upon such Note or
the Certificate), for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement, or of
modifying in any manner the rights of the Noteholders or the
Certificateholders; provided, however, that no such amendment shall (A)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, or change the allocation or priority of, collections of payments on
Receivables or distributions that shall be required to be made on any Note or
Certificate or change any Note Interest Rate or the amount required to be on
deposit in the Reserve Account, without the consent of all Noteholders or
Certificateholders or (B) reduce the aforesaid percentage required to consent
to any such amendment, without the consent of the holders of all Notes and
holders of all Certificates. Notwithstanding the foregoing, the Depositor may
decrease the Specified Reserve Balance upon satisfaction of the Rating Agency
Condition without the consent of any other party hereto or any Noteholder or
Certificateholder.


          (c)
Prior to the execution of any such amendment the Servicer will provide written
notification of the substance of such amendment to each Rating Agency.


          (d)
Promptly after the execution of any such amendment, the Servicer shall furnish
written notification of the substance of such amendment to each
Certificateholder, the Indenture Trustee and each Rating Agency and the
Indenture Trustee will provide notification of the substance of such amendment
to each Noteholder. It shall not be necessary for the consent of Noteholders or
the Certificateholders pursuant to this Section 9.1 to approve the
particular form of any proposed amendment or consent, but it shall be
sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents (and any other consents of Noteholders and
Certificateholders provided for in this Agreement) and of evidencing the
authorization of the execution thereof by Noteholders and Certificateholders
shall be subject to such reasonable requirements as the Owner Trustee and the
Indenture Trustee may prescribe, including the establishment of record dates
pursuant to the Note Depository Agreement.


          (e)
Prior to the execution of any amendment to this Agreement, the Owner Trustee
and the Indenture Trustee shall be entitled to receive and rely upon an Opinion
of Counsel stating that the execution of such amendment is authorized or
permitted by this Agreement and the


37







Opinion of
Counsel referred to in Section 9.2(i)(1). The Owner Trustee or the Indenture
Trustee may, but shall not be obligated to, enter into any such amendment which
affects such Owner Trustee’s or Indenture Trustee’s own rights, duties or
immunities under this Agreement or otherwise. 


          SECTION
9.2 Protection of Title to Trust Property. (a) The Depositor and the
Seller shall file such financing statements and cause to be filed such
continuation 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
Issuer and the Indenture Trustee for the benefit of the Noteholders in the
Receivables and in the proceeds thereof. The financing statements referenced in
the foregoing sentence 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 Depositor or the
Seller, as applicable, shall deliver (or cause to be delivered) to the Owner
Trustee and the Indenture Trustee file-stamped copies of, or filing receipts
for, any document filed as provided above, as soon as available following such
filing.


          (b)
None of the Depositor, the Seller or the Servicer shall change its name,
identity, or corporate structure in any manner that would, could, or might make
any financing statement or continuation statement filed by the Seller or the
Depositor in accordance with paragraph (a) above seriously misleading
within the meaning of § 9-506 of the UCC, unless it shall have given the Owner
Trustee and the Indenture Trustee at least 10 days’ prior written notice
thereof, with a copy to the Rating Agencies, and shall have promptly filed
appropriate amendments to all previously filed financing statements or
continuation statements described in paragraph (a) above.


          (c)
The Depositor, the Seller and the Servicer shall give the Owner Trustee and the
Indenture Trustee at least ten (10) days’ prior written notice of any
relocation of its principal executive office or change in the jurisdiction
under whose laws it is formed if, as a result of such relocation or change, the
applicable provisions of the UCC would require the filing of any amendment of
any previously filed financing or continuation statement or of any new
financing statement and shall promptly file any such amendment or new financing
statement. The Servicer shall at all times maintain each office from which it
shall service Receivables, and its principal executive office, within the
United States of America.


          (d)
The Servicer shall maintain accounts and records as to each Receivable
accurately and in sufficient detail to permit (i) the reader thereof to know at
any time the status of such Receivable, including payments and recoveries made
and payments owing (and the nature of each) and (ii) reconciliation between
payments or recoveries on (or with respect to) each Receivable and the amounts
from time to time deposited in the Collection Account and the Reserve Account
in respect of such Receivable.


          (e)
The Servicer shall maintain its computer systems so that, from and after the
time of conveyance under this Agreement of the Receivables to the Issuer, the
Servicer’s master computer records (including any back-up archives) that refer
to a Receivable shall indicate clearly, by numerical code or otherwise, that
such Receivable is owned by the Issuer and has been pledged to the Indenture
Trustee pursuant to the Indenture. Indication of the Issuer’s and the Indenture
Trustee’s interest in a Receivable shall not be deleted from or modified on the


38






Servicer’s
computer systems until, and only until, the Receivable shall have been paid in
full or repurchased.


          (f)
If at any time the Seller or the Servicer shall propose to sell, grant a
security interest in, or otherwise transfer any interest in automotive
receivables to any prospective purchaser, lender, or other transferee, the
Servicer shall give to such prospective purchaser, lender, or other transferee
computer tapes, records, or print-outs (including any restored from back-up
archives) that, if they shall refer in any manner whatsoever to any Receivable,
shall indicate clearly that such Receivable has been conveyed to and is owned by
the Issuer and has been pledged to the Indenture Trustee.


          (g)
The Servicer, upon receipt of reasonable prior notice, shall permit the Owner
Trustee, the Indenture Trustee and their respective agents at any time during
normal business hours to inspect, audit, and make copies of and to obtain
abstracts from the Servicer’s records regarding any Receivable.


          (h)
Upon request, the Servicer shall furnish to the Owner Trustee and the Indenture
Trustee, within five (5) Business Days, a list of all Receivables (by contract
number and name of Obligor) then owned by the Issuer, together with a
reconciliation of such list to the Schedule of Receivables and to each of the
Servicer’s Certificates furnished before such request indicating removal of Receivables
from the Trust.


          (i)
The Servicer shall deliver to the Owner Trustee and the Indenture Trustee
promptly after the execution and delivery of this Agreement and of each
amendment thereto, an Opinion of Counsel either (A) stating that, in the
opinion of such Counsel and subject to customary qualifications and
assumptions, all financing statements and continuation statements have been
filed that are necessary fully to preserve and protect the interest of the
Issuer and the Indenture Trustee in the Receivables, and reciting the details
of such filings or referring to prior Opinions of Counsel in which such details
are given, or (B) stating that, in the opinion of such Counsel, no such action
shall be necessary to preserve and protect such interest.


          Each
Opinion of Counsel referred to in clause (i) above shall specify any
action necessary (as of the date of such opinion) to be taken in the following
year to preserve and protect such interest.


          SECTION
9.3 Counterparts. For the purpose of facilitating the execution of this
Agreement and for other purposes, this Agreement may be executed in any number
of counterparts, each of which counterparts shall be deemed to be an original,
and all of which counterparts shall constitute but one and the same instrument.


          SECTION
9.4 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.


39






          SECTION
9.5 Notices. All demands, notices, and communications under this
Agreement shall be in writing, personally delivered, sent by telecopier, over
night courier 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 Seller or
the Servicer, at 10750 McDermott Freeway, San Antonio, Texas 78288, Attention:
Mike Broker, Vice President, or at such other address as shall be designated by
the Seller or the Servicer in a written notice to the Owner Trustee and the
Indenture Trustee, (b) in the case of the Depositor, at 9830 Colonnade Blvd.,
Suite 600, San Antonio, Texas 78230, Attention: Vice President, Legal Counsel,
(c) in the case of the Owner Trustee, at the Corporate Trust Office of the
Owner Trustee, Attention: Rita M. Ritrovato, (d) in the case of the Indenture
Trustee, at the Corporate Trust Office of the Indenture Trustee, (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. 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 Person as shown in the Note Register. Any notice required or
permitted to be given to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Certificateholder as shall be
designated by such party in a written notice to each other party. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Noteholder shall receive
such notice.


          SECTION
9.6 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 or of the Notes, the
Certificates or the rights of the holders thereof.


          SECTION
9.7 Assignment. Notwithstanding anything to the contrary contained
herein, except as provided in Sections 6.3 and 7.2 and as
provided in the provisions of this Agreement concerning the resignation of the
Servicer, this Agreement may not be assigned by the Depositor or the Servicer
unless (i)(A) the Rating Agency Condition is satisfied and (B) the Indenture
Trustee and the Owner Trustee have consented thereto, which consent shall not
be unreasonably withheld or (ii) the Owner Trustee, the Indenture Trustee, the
Noteholders of Notes evidencing not less than 66 2/3% of the principal amount
of the Notes Outstanding and the Certificateholders of Certificates evidencing
not less than 66 2/3% of the Percentage Interests evidenced by the Certificates
consent thereto. Any transfer or assignment with respect to the Servicer of all
its rights, obligations and duties will not become effective until a successor
Servicer has assumed the Servicer’s rights, duties and obligations under this
Agreement. In the event of a transfer or assignment pursuant to clause (ii)
above, the Rating Agencies shall be provided with notice of such transfer or
assignment.


          SECTION
9.8 Further Assurances. The Depositor and the Servicer agree to do and
perform, from time to time, any and all acts and to execute any and all further
instruments


40






required or
reasonably requested by the Owner Trustee or the Indenture Trustee more fully
to effect the purposes of this Agreement.


          SECTION
9.9 No Waiver; Cumulative Remedies. No failure to exercise and no delay
in exercising, on the part of the Owner Trustee, the Indenture Trustee, the
Noteholders or the Certificateholders, any right, remedy, power or privilege
hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power
or privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exhaustive of any rights, remedies, powers and privileges
provided by law.


          SECTION
9.10 Third-Party Beneficiaries. This Agreement will inure to the benefit
of and be binding upon the parties hereto, the Indenture Trustee and the Owner
Trustee and their respective successors and permitted assigns and each of the
Indenture Trustee and the Owner Trustee may enforce the provisions hereof as if
they were parties hereto. Except as otherwise provided in this Article IX,
no other Person will have any right or obligation hereunder. The parties hereto
hereby acknowledge and consent to the pledge of this Agreement by the Issuer to
the Indenture Trustee for the benefit of the Noteholders pursuant to the
Indenture.


          SECTION
9.11 Actions by Noteholders or Certificateholders. (a) Wherever in this
Agreement a provision is made that an action may be taken or a notice, demand, or
instruction given by Noteholders or Certificateholders, such action, notice, or
instruction may be taken or given by any Noteholder or Certificateholder, as
applicable, unless such provision requires a specific percentage of Noteholders
or Certificateholders.


          (b)
Any request, demand, authorization, direction, notice, consent, waiver, or
other act by a Noteholder or Certificateholder shall bind such Noteholder or
Certificateholder and every subsequent holder of such Note or Certificate
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof in respect of anything done or omitted to be done by the Owner
Trustee, the Indenture Trustee or the Servicer in reliance thereon, whether or
not notation of such action is made upon such Note or Certificate.


          SECTION
9.12 Limitation of Liability of Owner Trustee and Indenture Trustee. (a)
Notwithstanding anything contained herein to the contrary, this Agreement has
been countersigned by Wells Fargo Delaware Trust Company not in its individual
capacity but solely in its capacity as Owner Trustee of the Issuer and in no
event shall Wells Fargo Delaware Trust Company, in its individual capacity or,
except as expressly provided in the Trust Agreement, as Owner Trustee of the
Issuer have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder or in any of the
certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer. For all
purposes of this Agreement, in the performance of its duties or obligations
hereunder or in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles VI and VII of the Trust
Agreement.


          (b)
Notwithstanding anything contained herein to the contrary, this Agreement has
been accepted by The Bank of New York, not in its individual capacity but
solely as Indenture


41






Trustee, and
in no event shall The Bank of New York, have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder or in any of the certificates, notices or agreements delivered
pursuant hereto, as to all of which recourse shall be had solely to the assets
of the Issuer. For all purposes of this Agreement, in the performance of its
duties or obligations hereunder or in the performance of any duties or
obligations of the Issuer hereunder, the Indenture Trustee shall be subject to,
and entitled to the benefits of, the terms and provisions of Article VI
of the Indenture.


          SECTION
9.13 Savings Clause. (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 transfers 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 the
Depositor’s estate in the event of a bankruptcy or insolvency of the Depositor.
The sales and transfers by the Depositor of Receivables and related Trust
Property hereunder are and shall be without recourse to, or representation or
warranty (express or implied) by, the Depositor, except as otherwise
specifically provided herein. The limited rights of recourse specified herein
against the Depositor 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 the Depositor, 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 2.1 shall be deemed to be a grant by the
Depositor, and the Depositor hereby grants, to the Issuer of 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 the Depositor hereunder; 


	
 

	
 

	
 


	
 

	
(iii)

	
The
 possession by the Issuer, or the Servicer as the Issuer’s 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, 





42






	
 

	
 

	
 


	
 

	
 

	
bailees or
 agents (as applicable) of the Issuer for the purpose of perfecting such
 security interest under applicable law.





ARTICLE X


EXCHANGE ACT REPORTING


          SECTION
10.1 Further Assurances. The Indenture Trustee, the Owner Trustee and
the Servicer shall reasonably cooperate with the Depositor in connection with
the satisfaction of the Depositor’s reporting requirements under the Exchange
Act with respect to the Trust. The Depositor shall not exercise its right to
request delivery of information or other performance under these provisions
other than in good faith. In addition to the information specified below, if so
requested by the Depositor for the purpose of satisfying its reporting
obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and
the Servicer shall provide the Depositor with (a) such information which is
available to such Person without unreasonable effort or expense and within such
timeframe as may be reasonably requested by the Depositor to comply with the
Depositor’s reporting obligations under the Exchange Act and (b) to the extent
such Person is a party (and the Depositor is not a party) to any agreement or
amendment required to be filed, copies of such agreement or amendment in
EDGAR-compatible form. Each of the Servicer, the Indenture Trustee and the
Owner Trustee acknowledges that interpretations of the requirements of
Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among participants in the
asset-backed securities markets, advice of counsel, or otherwise, and agrees to
comply with requests made by the Depositor in good faith for delivery of
information under these provisions on the basis of evolving interpretations of
Regulation AB.


          SECTION
10.2 Form 10-D Filings. So long as the Depositor is required to file
Exchange Act Reports with respect to the Issuer, no later than each Payment
Date, each of the Indenture Trustee, the Owner Trustee and the Servicer shall
notify (and the Servicer shall cause any Subservicer to notify) the Depositor
of any Form 10-D Disclosure Item with respect to such Person, together with a
description of any such Form 10-D Disclosure Item in form and substance reasonably
acceptable to the Depositor. In addition to such information as the Servicer is
obligated to provide pursuant to other provisions of this Agreement, if so
requested by the Depositor, the Servicer shall provide such information which
is available to the Servicer, without unreasonable effort or expense regarding
the performance or servicing of the Receivables as is reasonably required to
facilitate preparation of distribution reports in accordance with Item 1121 of
Regulation AB. Such information shall be provided concurrently with the
Statements to Noteholders pursuant to Section 4.9, commencing with the
first such report due not less than five Business Days following such request.


          SECTION
10.3 Form 8-K Filings. So long as the Depositor is required to file
Exchange Act Reports with respect to the Issuer, each of the Indenture Trustee,
the Owner Trustee and the Servicer shall promptly notify the Depositor, but in
no event later than one (1) Business Day after its occurrence, of any
Reportable Event (in the case of the Owner Trustee, only an event in clause
(d) of the definition of “Reportable Event”) of which such Person (or in
the case of the Owner Trustee and the Indenture Trustee, a Trustee Officer of
such Person) has actual


43






knowledge. Each
Person shall be deemed to have actual knowledge of any such event to the extent
that it relates to such Person or any action or failure to act by such Person.


          SECTION
10.4 Form 10-K Filings. So long as the Depositor is required to file
Exchange Act Reports with respect to the Issuer: (i) if the Item 1119 Parties
listed on Appendix B have changed since the Closing Date, no later than
March 1 of each year, the Depositor shall provide each of the Indenture
Trustee, the Owner Trustee and the Servicer with an updated Appendix B
setting forth the Item 1119 Parties and (ii) no later than March 15 of each
year, commencing in 2009, the Indenture Trustee, the Owner Trustee and the
Servicer shall notify the Depositor of any Form 10-K Disclosure Item, together
with a description of any such Form 10-K Disclosure Item in form and substance
reasonably acceptable to the Depositor.


          SECTION
10.5 Report on Assessment of Compliance and Attestation. So long as the
Depositor is required to file Exchange Act Reports with respect to the Issuer,
on or before March 15 of each calendar year, commencing in 2009:


          (a)
The Indenture Trustee shall deliver to the Depositor and the Servicer a report
of the Indenture Trustee’s assessment of compliance with the Servicing Criteria
during the immediately preceding calendar year, as set forth under Rules 13a-18
and 15d-18 of the Exchange Act (or any successor provisions) and Item 1122 of
Regulation AB. Such report shall be signed by an authorized officer of the Indenture
Trustee and shall at a minimum address each of the Servicing Criteria specified
on a certification substantially in the form of Appendix C hereto
delivered to the Depositor concurrently with the execution of this Agreement (provided that such certification may be
revised after the date of this Agreement as agreed by the Depositor and the
Indenture Trustee to reflect any guidance with respect to such criteria from
the Commission). To the extent any of the Servicing Criteria are not applicable
to the Indenture Trustee, with respect to asset-backed securities transactions
taken as a whole involving the Indenture Trustee and that are backed by the
same asset type backing the Notes, such report shall include such a statement
to that effect. The Indenture Trustee acknowledges and agrees that the
Depositor and the Servicer with respect to its duties as the Certifying Person,
and each of their respective officers and directors shall be entitled to rely
on upon each such servicing criteria assessment and the attestation delivered
pursuant to Section 10.5(b) below.


          (b)
The Indenture Trustee shall deliver to the Depositor and the Servicer a report
of a registered public accounting firm that attests to, and reports on, the
assessment of compliance made by the Indenture Trustee and delivered pursuant
to the preceding paragraph. Such attestation shall be in accordance with Rules
13a-18 and 15d-18 of the Exchange Act (or any successor provisions), Rules
1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under
the Securities Act and the Exchange Act, including, without limitation that in
the event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an
opinion. Such report must be available for general use and not contain
restricted use language.


          (c)
The Indenture Trustee shall cause each Reporting Subcontractor to deliver to
the Depositor and the Servicer an assessment of compliance and accountant’s
attestation as and when provided in paragraphs (a) and (b) of
this Section. An assessment of compliance provided


44






by a
Subcontractor need not address any elements of the Servicing Criteria other
than those specified by the Indenture Trustee pursuant to Section 10.5(a). 


          (d)
In the event the Indenture Trustee or Reporting Subcontractor is terminated or
resigns during the term of this Agreement, such Person shall provide the
documents and information pursuant to this Section 10.5 with respect to
the period of time it was subject to this Agreement or provided services with
respect to the Trust or the Receivables.


          SECTION
10.6 Back-up Sarbanes-Oxley Certification. No later than March 15 of
each year, beginning in 2009, the Indenture Trustee and the Servicer shall
provide to the Person who signs the Sarbanes-Oxley Certification (the “Certifying
Person”) a certification (each, a “Performance Certification”) and
shall cause each Reporting Subcontractor, in the form attached hereto as Appendix
D (in the case of the Indenture Trustee or a Reporting Subcontractor) and
as Appendix E (in the case of the Servicer) on which the Certifying
Person, the entity for which the Certifying Person acts as an officer, and such
entity’s officers, directors and Affiliates (collectively with the Certifying
Person, “Certification Parties”) can reasonably rely. The Depositor will
not request delivery of a certification under this clause unless the Depositor
is required under the Exchange Act to file an annual report on Form 10-K with
respect to the Trust. So long as the Servicer is an Affiliate of the Depositor,
the Servicer may, but is not required to deliver the Performance Certificate.
In the event that prior to the filing date of the Form 10-K in March of each
year, the Indenture Trustee or the Servicer has actual knowledge of information
material to the Sarbanes-Oxley Certification, the Indenture Trustee or the
Servicer shall promptly notify the Depositor. Each of the Indenture Trustee and
the Servicer agrees to cooperate with all reasonable requests made by any
Certifying Person or Certification Party in connection with such Person’s
attempt to conduct any due diligence that such Person reasonably believes to be
appropriate in order to allow it to deliver any Sarbanes-Oxley Certification or
portion thereof with respect to the Trust.


          SECTION
10.7 Use of Subcontractors.


          (a)
It shall not be necessary for the Indenture Trustee or the Servicer to seek the
consent of the Depositor or any other party hereto to the utilization of any
Subcontractor. Each of the Indenture Trustee and the Servicer shall promptly
upon request provide to the Depositor (or any designee of the Depositor, such
as the Servicer or the Administrator) a written description (in form and
substance satisfactory to the Depositor) of the role and function of each
Subcontractor utilized by such Person, specifying (i) the identity of each such
Subcontractor, (ii) which (if any) of such Subcontractors are “participating in
the servicing function” within the meaning of Item 1122 of Regulation AB, (iii)
which elements of the Servicing Criteria will be addressed in assessments of
compliance provided by each Subcontractor identified pursuant to clause (ii)
of this paragraph and (iv) which (if any) of such Subcontractors such Person
elects to take responsibility for assessing compliance with the servicing
criteria applicable to such Subcontractor’s activities. As a condition to the
utilization of any Subcontractor determined to be a Reporting Subcontractor,
the Indenture Trustee shall cause any such Subcontractor for the benefit of the
Depositor to comply with the provisions of Sections 10.5 and 10.6
of this Agreement to the same extent as if such Subcontractor were the
Indenture Trustee. The Indenture Trustee shall be responsible for obtaining
from each Subcontractor and delivering to the Depositor, any assessment of
compliance and attestation required to be delivered by such


45






Subcontractor
under Section 10.5 and Section 10.6, in each case as and when
required to be delivered.


          (b)
As a condition to the utilization of any Subcontractor determined to be a
Reporting Subcontractor, the Servicer shall cause any such Subcontractor for
the benefit of the Depositor to comply with the provisions of Section
3.10(a)(ii), Section 3.11 and Section 10.6 of this Agreement
to the same extent as if such Subcontractor were the Servicer. The Servicer
shall be responsible for obtaining from each Subcontractor and delivering to
the Depositor, any assessment of compliance and attestation required to be
delivered by such Subcontractor under this Agreement, in each case as and when
required to be delivered.


          SECTION
10.8 Representations and Warranties. Each of the Indenture Trustee and
the Owner Trustee represents that (i) there are no affiliations, relating to
such Person with respect to any 1119 Party, (ii) there are no relationships or
transactions with respect to any 1119 Party and such Person that are outside
the ordinary course of business or on terms other than would be obtained in an
arm’s length transaction with an unrelated third party, apart from the
transactions contemplated under the Basic Documents, and that are material to
the investors’ understanding of the Notes and (iii) there are no legal
proceedings pending, or known to be contemplated by governmental authorities,
against such Person, or of which the property of such Person is subject, that
is material to the Noteholders.


          SECTION
10.9 Indemnification.


          (a)
Each of the Indenture Trustee and the Servicer shall indemnify the Depositor,
each affiliate of the Depositor, the Servicer with respect to its duties as
Certifying Person or each Person who controls any of such parties (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)
and the respective present and former directors, officers, employees and agents
of each of the foregoing, and shall hold each of them harmless from and against
any losses, damages, penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments, and any other costs, fees and expenses that any of
them may sustain arising out of or based upon:


	
 

	
 


	
 

	
          (i)
(A) any untrue statement of a material fact contained or alleged to be contained
in (x) with respect to the Indenture Trustee, the servicing criteria
assessment provided under this Article X and (y) with respect to the
Servicer, Section 3.10 and Section 3.11 of this Agreement by or
on behalf of such Person (with respect to each such party, the “Provided Information”),
or (B) the omission or alleged omission to state in the
Provided Information a material fact required to be stated in the Provided
Information, or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided, by way of clarification, that
clause (B) of this paragraph shall be construed solely by reference to the
related Provided Information and not to any other information communicated in
connection with a sale or purchase of securities, without regard to whether
the Provided Information or any portion thereof is presented together with or
separately from such other information; or 


	
 

	
 


	
 

	
          (ii)
 with respect to the Indenture Trustee, any failure by the Indenture Trustee
 to deliver any servicing criteria assessment when and as required under this Article
 X and





46






	
 

	
 


	
 

	
with respect
 to the Servicer, any failure by the Servicer to deliver any information,
 report, certification, accountant’s letter or other material when and as
 required under Section 3.10, Section 3.11 or Article X,
 as applicable.





          (b)
 In the case of any failure of performance described in clause (ii) of
 this Section, each of the Indenture Trustee and the Servicer shall promptly
 reimburse the Depositor for all costs reasonably incurred by each such party
 in order to obtain the information, report, certification, accountants’
 letter or other material not delivered as required by the Indenture Trustee
 or the Servicer, as applicable.


          (c)
 Each of the Indenture Trustee and the Servicer shall require that any
 Reporting Subcontractor agree to the provisions of paragraphs (a) and (b)
 of this Section 10.9, or shall be responsible for all such
 indemnification, costs or expenses if the Reporting Subcontractor will not
 agree to such provisions.


          (d)
 Notwithstanding anything to the contrary contained herein, in no event shall
 the Indenture Trustee be liable for special, indirect or consequential damages
 of any kind whatsoever, including but not limited to lost profits, even if
 the Indenture Trustee has been advised of the likelihood of such loss or
 damage and regardless of the form of action.


          SECTION
10.10 Amendments. Notwithstanding anything in Section 9.1 to the
contrary, in the event the parties to this Agreement desire to further clarify
or amend any provision of this Article X, this Agreement may be amended
to reflect the new agreement between the parties covering matters in this Article
X, provided such amendment
will not require any Opinion of Counsel or satisfaction of the Rating Agency
Condition or the consent of any Noteholder or Certificateholder.


[Signatures Follow]


47






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


	
 

	
 

	
 

	
 


	
 

	
USAA AUTO
 OWNER TRUST 2008-1,

 as Issuer


	
 

	
 

	
 

	
 


	
 

	
By:

	
WELLS FARGO
 DELAWARE TRUST

 COMPANY,

 not in its individual capacity but solely as

 Owner Trustee


	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
/s/ Ann Roberts Dukart


	
 

	
 

	
 

	



	
 

	
 

	
Name:  Ann Roberts Dukart


	
 

	
 

	
Title:      Vice President








	
 

	
 

	
 


	
 

	
S-1

	
 














	
 

	
 

	
 


	
 

	
USAA FEDERAL
 SAVINGS BANK,

 as Seller and Servicer


	
 

	
 

	
 


	
 

	
By:

	
/s/ Edwin T.
 McQuiston


	
 

	
 

	



	
 

	
Name:   Edwin
 T. McQuiston


	
 

	
Title:     Senior Vice President








	
 

	
 

	
 


	
 

	
S-2

	
 













	
 
	
 
	
 

	
 
	
USAA
 ACCEPTANCE, LLC,

 as Depositor

	
 
	
 
	
 

	
 
	
By:
	
/s/   David K.
 Kimball

	
 
	
 
	


	
 
	
Name: 
	David K. Kimball
	
 
	
Title:   
	Assistant Vice President






	
 

	
 

	
 


	
 

	
S-3

	
 












The Indenture Trustee and the
Owner Trustee agree to undertake to perform each of its respective duties as
Indenture Trustee and Owner Trustee, respectively, as are specifically set
forth in this Agreement.


Accepted and agreed:


THE BANK OF NEW YORK,

not in its individual capacity

but solely as Indenture Trustee


	
 
	
 

	
By:
	
   /s/ Michael
 Burack

	
 
	


	
Name: 	   Michael Burack
	
Title:   	   Assistant Treasurer






	
 

	
 

	
 


	
 

	
S-4

	
 













	
 
	
 

	
WELLS FARGO
 DELAWARE TRUST COMPANY,

 not in its individual capacity

 but solely as Owner Trustee

	
 
	
 

	
By:
	
   /s/ Ann
 Roberts Dukart

	
 
	


	
Name:
	   Ann Roberts Dukart
	
Title:  
	   Vice President






	
 

	
 

	
 


	
 

	
S-5

	
 












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






APPENDIX A


Definitions and Usage 


(Attached)







Appendix A


DEFINITIONS AND USAGE


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


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


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


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


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


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


Definitions


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






          “Accrued
Class B Note Interest” shall mean, with respect to any Payment Date, the
sum of the Class B Noteholders’ Monthly Accrued Interest for such Payment Date
and the Class B Noteholders’ Interest Carryover Shortfall for such Payment
Date.


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


          “Administration
Agreement” shall mean the Administration Agreement, dated as of January 15,
2008, by and among the Administrator, the Issuer and the Indenture Trustee.


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


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


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


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


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


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


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


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


A-2






particular
matter, any other officer to whom such matter is referred because of such
officer’s knowledge of and familiarity with the particular subject, in each
case having direct responsibility for the administration of the Indenture or
the Trust Agreement, as applicable, and shall also mean, with respect to the
Owner Trustee, any officer of the Administrator.


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


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


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


          “Average
Delinquency Ratio Test” shall mean, for a Payment Date occurring in a month
specified in the table below, a test that will be met if the Average
Delinquency Ratio for such Payment Date is less than the percentage specified
opposite such Payment Date:


	
 

	
 

	
 


	
Payment
  Date

	
 

	
Percentage


	


	
 

	



	
January 2010

	
 

	
0.25%


	
July 2010

	
 

	
0.30%





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


A-3






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


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


          “Benefit
Plan” shall mean (a) an “employee benefit plan” (as defined in Section 3(3)
of ERISA), whether or not subject to the provisions of Title I of ERISA, (b)
any “plan” described in Section 4975(e)(1) of the Code, and (c) any entity
whose underlying assets included plan assets by reason of an employee benefit
plan’s or a plan’s investment in the entity.


          “Benefit
Plan Investor” shall mean an investment by any “employee benefit plan”
within the meaning of Section 3(3) of ERISA that is subject to Title I of
ERISA, or any “plan” described in Section 4975 of the Code or any entity whose
underlying assets are deemed to be “plan assets” of any of the foregoing.


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


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


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


          “Certificateholder”
or “holder of a Certificate” shall mean a Person in whose name a
Certificate is registered.


          “Certificates”
shall mean the asset backed Certificates evidencing the beneficial interest of
a Certificateholder in the property of the Trust, substantially in the form of
Exhibit A to the Trust Agreement; provided,
however, that the Trust Property
has been pledged to the Indenture Trustee to secure payment of the Notes and
the rights of the Certificateholders to receive distributions on the
Certificates are subordinated to the rights of the Noteholders as described in
the Sale and Servicing Agreement, the Indenture and the Trust Agreement.


          “Certification
Party” shall have the meaning set forth in Section 10.6 of the Sale and
Servicing Agreement.


          “Certifying
Person” shall have the meaning set forth in Section 10.6 of the Sale and
Servicing Agreement.


          “Class”
shall mean a class of Notes, which may be the Class A-1 Notes, the Class A-2
Notes, the Class A-3 Notes, the Class A-4 Notes or the Class B Notes.


A-4






          “Class
A Noteholder” shall mean any holder of a Class A Note.


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


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


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


          “Class
A-1 Final Scheduled Payment Date” shall mean the June 15, 2009 Payment
Date.


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


          “Class
A-1 Notes” shall mean the $254,000,000 aggregate initial principal amount
Class A-1 4.4526% Asset Backed Notes issued by the Trust pursuant to the
Indenture, substantially in the form of Exhibit A-1 to the Indenture.


          “Class
A-1 Rate” shall mean 4.4526% per annum. Interest with respect to the Class
A-1 Notes shall be computed on the basis of actual days elapsed in the
applicable Interest Period divided by 360 for all purposes of the Basic
Documents.


          “Class
A-2 Final Scheduled Payment Date” shall mean the October 15, 2010 Payment
Date.


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


          “Class
A-2 Notes” shall mean the $330,000,000 aggregate initial principal amount
Class A-2 4.27% Asset Backed Notes issued by the Trust pursuant to the
Indenture, substantially in the form of Exhibit A-2 to the Indenture.


          “Class
A-2 Rate” shall mean 4.27% per annum. Interest with respect to the Class
A-2 Notes shall be computed on the basis of a 360-day year consisting of twelve
30-day months for all purposes of the Basic Documents.


          “Class
A-3 Final Scheduled Payment Date” shall mean the April 16, 2012 Payment
Date.


A-5






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


          “Class
A-3 Notes” shall mean the $373,000,000 aggregate initial principal amount
Class A-3 4.16% Asset Backed Notes issued by the Trust pursuant to the
Indenture, substantially in the form of Exhibit A-3 to the Indenture.


          “Class
A-3 Rate” shall mean 4.16% per annum. Interest with respect to the Class
A-3 Notes shall be computed on the basis of a 360-day year consisting of twelve
30-day months for all purposes of the Basic Documents.


          “Class
A-4 Final Scheduled Payment Date” shall mean the October 15, 2013 Payment
Date.


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


          “Class
A-4 Notes” shall mean the $258,625,000 aggregate initial principal amount
Class A-4 4.50% Asset Backed Notes issued by the Trust pursuant to the
Indenture, substantially in the form of Exhibit A-4 to the Indenture.


          “Class
A-4 Rate” shall mean 4.50% per annum. Interest with respect to the Class
A-4 Notes shall be computed on the basis of a 360-day year consisting of twelve
30-day months for all purposes of the Basic Documents.


          “Class
B Final Scheduled Payment Date” shall mean the August 15, 2014 Payment
Date.


          “Class
B Noteholder” shall mean the Person in whose name a Class B Note is
registered on the Note Register.


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


          “Class
B Noteholders’ Monthly Accrued Interest” shall mean, with respect to any
Payment Date, the aggregate interest accrued for the related Interest Period on
the Class B Notes at the Class B Rate on the outstanding principal amount of
the Class B Notes on the immediately preceding Payment Date or the Closing
Date, as the case may be, after giving effect to all payments of principal to
the holders of the Class B Notes on or prior to such preceding Payment Date.


          “Class
B Notes” shall mean the $34,375,000 aggregate initial principal amount
Class B 6.50% Asset Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit B to the Indenture.


A-6






          “Class
B Rate” shall mean 6.50% per annum. Interest with respect to the Class B
Notes shall be computed on the basis of a 360-day year consisting of twelve
30-day months for all purposes of the Basic Documents.


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


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


          “Closing
Date” shall mean January 15, 2008.


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


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


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


          “Collection
Period” shall mean, with respect to the first Payment Date, the period from
and including the Cut-off Date to and including January 31, 2008 and, with
respect to each subsequent Payment Date, the calendar month preceding the calendar
month in which the Payment Date occurs.


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


          “Commission”
shall mean the United States Securities and Exchange Commission.


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


          “Controlling
Class” shall mean the Class A Notes voting together as a single Class until
they are paid in full; thereafter the Class B Notes will be the Controlling
Class.


          “Controlling
Person” shall mean a Person, other than a Benefit Plan Investor, that has
discretionary authority or control with respect to the assets of the Trust or
who provides investment advice for a direct or indirect fee with respect to
those assets, or any affiliate of such a Person.


          “Corporate
Trust Office” shall mean, (i) with respect to the Owner Trustee, the
principal corporate trust office of the Owner Trustee located at 919 North
Market Street, Suite 1600, Wilmington, Delaware 19801 or at such other address
as the Owner Trustee may designate from time to time by notice to the
Certificateholders and the Depositor, or the principal corporate trust office
of any successor Owner Trustee (the address of which the successor Owner
Trustee will


A-7






notify the
Certificateholders and the Depositor); and (ii) with respect to the Indenture
Trustee, the principal corporate trust office of the Indenture Trustee located
at 101 Barclay Street, 4 West, New York, New York 10286, Attention: Corporate
Trust Administration—USAA 2008-1 or at such other address as the Indenture
Trustee may designate from time to time by notice to the Noteholders and the
Issuer, or the principal corporate trust office of any successor Indenture
Trustee (the address of which the successor Indenture Trustee will notify the
Noteholders and the Issuer).


          “Cumulative
Net Loss Ratio” shall mean, for any Payment Date, the ratio, expressed as a
percentage, of (a) the sum of the excess of Realized Losses over Recoveries for
each Collection Period since the Cut-off Date through the last day of the
related Collection Period, to (b) the Pool Balance as of the Cut-off Date.


          “Cumulative
Net Loss Ratio Test” shall mean, for a Payment Date occurring in a month
specified in the table below, a test that will be met if the Cumulative Net
Loss Ratio for such Payment Date is less than the percentage specified opposite
such Payment Date:


	
 

	
 

	
 


	
Payment Date 

	
 

	
Percentage 


	


	
 

	




	
January 2010

	
 

	
0.55%


	
July 2010

	
 

	
0.65%





          “Cut-off
Date” shall mean January 1, 2008.


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


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


          “Definitive
Certificates” shall have the meaning specified in Section 3.13 of
the Trust Agreement.


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


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


          “Depositor”
shall mean USAA Acceptance, LLC, a Delaware limited liability company.


A-8






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


          “EDGAR”
shall mean the Commission’s Electronic Data Gathering, Analysis and Retrieval
system.


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


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


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


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


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


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


          “Exchange
Act Reports” shall mean any reports on Form 10-D, Form 8-K and Form 10-K
required to be filed by the Depositor with respect to the Trust under the Exchange
Act.


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


          “FDIC”
shall mean the Federal Deposit Insurance Corporation.


          “Final
Scheduled Payment Date” shall mean, with respect to (i) the Class A-1
Notes, the Class A-1 Final Scheduled Payment Date, (ii) the Class A-2 Notes,
the Class A-2 Final Scheduled Payment Date, (iii) the Class A-3 Notes, the
Class A-3 Final Scheduled Payment Date, (iv) the Class A-4 Notes, the Class A-4
Final Scheduled Payment Date, and (v) the Class B Notes, the Class B Final
Scheduled Payment Date.


A-9






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


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


          “Form
10-D Disclosure Item” shall mean with respect to any Person, any legal
proceedings pending against such Person, or any of the Trust, the Depositor,
the Indenture Trustee, the Owner Trustee or the Servicer if such Person or in
the case of the Owner Trustee or Indenture Trustee, a Responsible Officer of
such Person, has actual knowledge thereof or of which any property of such
Person is then subject or any proceeding known to be contemplated by
governmental authorities against such Person or of which any property of such
Person would be subject, in each case that would be material to the
Noteholders.


          “Form
10-K Disclosure Item” shall mean with respect to any Person, (a) any Form
10-D Disclosure Item and (b) any affiliations or relationships between such
Person and any Item 1119 Party to the extent a Responsible Officer of such
Person (in the case of the Indenture Trustee and the Owner Trustee) has actual
knowledge thereof.


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


          “Indenture”
shall mean the Indenture, dated as of January 15, 2008, by and between the
Trust and the Indenture Trustee, as supplemented from time to time.


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


          “Indenture
Trustee” shall mean The Bank of New York, a banking corporation organized
under the laws of the State of New York, not in its individual capacity but
solely as Indenture Trustee under the Indenture, or any successor Indenture
Trustee under the Indenture.


          “Independent”
shall mean, when used with respect to any specified Person, that such Person
(a) is in fact independent of the Issuer, any other obligor on the Notes, the
Seller and any Affiliate of any of the foregoing Persons, (b) does not have any
direct financial interest or any


A-10






material
indirect financial interest in the Issuer, any such other obligor on the Notes,
the Seller or any Affiliate of any of the foregoing Persons and (c) is not
connected with the Issuer, any such other obligor on the Notes, the Seller or
any Affiliate of any of the foregoing Persons as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.


          “Independent
Certificate” shall mean a certificate or opinion to be delivered to the
Indenture Trustee under the circumstances described in, and otherwise complying
with, the applicable requirements of Section 11.1 of the Indenture, made
by an Independent appraiser, firm of certified public accountants or other
expert appointed by an Issuer Order and approved by the Indenture Trustee in
the exercise of reasonable care, and such opinion or certificate shall state
that the signer has read the definition of “Independent” in the Indenture and
that the signer is Independent within the meaning thereof.


          “Initial
Pool Balance” shall mean $1,250,000,000.


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


          “Interest
Period” shall mean, (i) with respect to the first Payment Date, the period
from and including the Closing Date to but excluding the first Payment Date and
(ii) with respect to each subsequent Payment Date, the period from and
including the prior Payment Date to but excluding such subsequent Payment Date
(in each case assuming that the Payment Date for the Class A-2 Notes, the Class
A-3 Notes, the Class A-4 Notes and the Class B Notes is always the 15th day
of the calendar month in which that Payment Date occurs).


          “Investment
Letter” shall have the meaning specified in Section 3.4(b) of the
Trust Agreement.


          “IRS”
shall mean the Internal Revenue Service.


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


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


A-11






          “Item
1119 Party” shall mean the Depositor, the Seller, the Servicer, the
Indenture Trustee, the Owner Trustee and any other material transaction party,
as identified in Appendix B to the Sale and Servicing Agreement. 


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


          “Lien
Certificate” shall mean the notice or other document referenced in clause
(iii) of the description of the Receivable Files.


          “Liquidation
Proceeds” shall mean with respect to any Receivable (a) insurance proceeds
received by the Servicer and (b) monies collected by the Servicer on a
Defaulted Receivable from whatever source, including but not limited to
proceeds of Financed Vehicles sold after repossession, net of any payments
required by law to be remitted to the Obligor and net of all reasonable
expenses incurred by the Servicer in converting to cash the Financed Vehicle
securing such Defaulted Receivable.


          “Monthly
Remittance Condition” shall be deemed to be satisfied if (i) USAA Federal
Savings Bank is the Servicer, (ii) no Event of Servicing Termination has
occurred and is continuing and (iii) USAA Capital Corporation has a short-term
debt rating of at least “P1” from Moody’s and “A1” from Standard &
Poor’s.


          “Moody’s”
shall mean Moody’s Investors Service, Inc.


          “Note
Depository Agreement” shall mean the Letter of Representations, dated as of
January 15, 2008 by and between the Issuer and The Depository Trust Company
regarding the Notes.


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


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


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


          “Note
Pool Factor” shall mean, with respect to each Class of Notes as of the
close of business on the last day of a Collection Period, a seven-digit decimal
figure calculated by the Servicer and equal to the outstanding principal
balance of such Class of Notes (after giving effect to any reductions thereof
to be made on the immediately following Payment Date) divided by the


A-12






original
outstanding principal balance of such Class of Notes. The Note Pool Factor will
be 1.0000000 as of the Closing Date; thereafter, the Note Pool Factor will
decline to reflect reductions in the outstanding principal amount of such Class
of Notes.


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


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


          “Notes”
shall mean the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes and the Class B Notes, collectively.


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


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


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


          “Optional
Purchase Percentage” shall mean 10%.


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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
          (c)
  Securities in exchange for or in lieu of which other Securities have been
  authenticated and delivered pursuant to the Indenture or the Trust Agreement,
  as applicable, unless proof satisfactory to the Indenture Trustee or the





A-13






	
 

	
 

	
 


	
 

	
 

	
Owner
  Trustee, as applicable, is presented that any such Securities are held by a
  protected purchaser;





provided, that in
determining whether the holders of Notes or Certificates evidencing the
requisite principal amount of the Notes Outstanding or Certificates Outstanding
have given any request, demand, authorization, direction, notice, consent, or
waiver under any Basic Document, Securities owned by the Issuer, any other
obligor upon the Securities, the Depositor, the Seller, the Servicer or any
Affiliate of any of the foregoing Persons shall be disregarded and deemed not
to be Outstanding, except that, in determining whether the Indenture Trustee or
Owner Trustee, as applicable, shall be protected in relying on any such
request, demand, authorization, direction, notice, consent, or waiver, only (i)
Notes that a Responsible Officer of the Indenture Trustee knows to be so owned
and (ii) Certificates that a Responsible Officer of the Owner Trustee knows to
be so owned, shall be so disregarded; provided,
however, if the Issuer, any other
obligor upon the Securities, the Depositor, the Seller, the Servicer or any
Affiliate of any of the foregoing Persons owns an entire Class of Securities,
such Securities shall be deemed to be Outstanding. Notes owned by the Issuer,
any other obligor upon the Notes, the Depositor, the Seller, the Servicer or
any Affiliate of any of the foregoing Persons that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Indenture Trustee the pledgee’s right so to act with
respect to such Notes and that the pledgee is not the Issuer, any other obligor
upon the Notes, the Depositor, the Seller, the Servicer or any Affiliate of any
of the foregoing Persons. Certificates owned by the Issuer, any other obligor
upon the Certificates, the Seller, the Servicer or any Affiliate of any of the
foregoing Persons that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Owner Trustee
the pledgee’s right so to act with respect to such Certificates and that the
pledgee is not the Issuer, any other obligor upon the Certificates, the
Depositor, the Seller, the Servicer or any Affiliate of any of the foregoing
Persons.


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


          “Owner
Trustee” shall mean Wells Fargo Delaware Trust Company, a Delaware limited
purpose trust company, not in its individual capacity but solely as Owner
Trustee under the Trust Agreement, or any successor Owner Trustee under the
Trust Agreement.


          “Payment
Date” shall mean the fifteenth (15th) day of each calendar month or, if
such day is not a Business Day, the next succeeding Business Day, beginning
February 15, 2008.


          “Percentage
Interest” shall mean, as to any Certificate, the percentage interest,
specified on the face thereof, in the distributions on the Certificates
pursuant to the Trust Agreement.


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


	
 

	
 

	
 


	
 

	
 

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





A-14






	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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





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


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


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


A-15







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


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


          “Preliminary
Prospectus Supplement” shall have the meaning specified in the Underwriting
Agreement.


          “Prepayment
Date” shall mean with respect to a prepayment of the Notes pursuant to
Section 10.1 of the Indenture, the Payment Date specified by the Servicer
pursuant to Section 10.1 of the Indenture.  


          “Prepayment
Price” shall mean in the case of a Class of Notes to be prepaid, an amount
equal to the sum of (a) the unpaid principal amount of such Class of Notes plus
(b) accrued and unpaid interest thereon at the applicable Note Interest Rate
(plus interest on any overdue interest at the applicable Note Interest Rate (to
the extent lawful)) to but excluding the Prepayment Date.


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


          “Principal
Distribution Account” shall mean the account established and maintained as
such pursuant to Section 4.1(b) of the Sale and Servicing Agreement.


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


          “Prospectus”
shall have the meaning specified in the Underwriting Agreement.


          “Prospectus
Supplement” shall have the meaning specified in the Underwriting Agreement.


          “Purchase
Amount” with respect to a Purchased Receivable shall mean the sum, as of
the last day of the related Collection Period, of the Principal Balance thereof
plus the accrued interest thereon at the weighted average of the Note Interest
Rates and the Class B Rate through the end of the related Collection Period.


          “Purchased
Receivable” shall mean a Receivable purchased as of the close of business
on the last day of the respective Collection Period by the Servicer pursuant to
Section 3.7 of the Sale and Servicing Agreement, by the Seller pursuant
to Section 3.03 of the Receivables Purchase Agreement, by the Depositor
pursuant to Section 2.3 of the Sale and Servicing Agreement or by the
Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement.


A-16






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


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


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


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


          “Receivable
Files” shall have the meaning specified in Section 2.4 of the Sale
and Servicing Agreement.


          “Receivables
Purchase Agreement” shall mean the Receivables Purchase Agreement, dated as
of January 15, 2008, by and between the Bank, as seller, and the Depositor, as
purchaser.


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


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


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


          “Registration
Statement” shall mean Registration Statement No. 333-131356 filed by the
Depositor with the Commission as of the applicable effective date as to each
part of the Registration Statement pursuant to Rule 430B(f)(2).


A-17






          “Regular
Principal Distribution Amount” shall mean, with respect to any Payment
Date, an amount equal to the excess, if any, of (a) the sum of the aggregate
principal amount of the Notes for such Payment Date (before giving effect to
any payments on that Payment Date) over (b) the Pool Balance at the end of the
related Collection Period.


          “Regulation
AB” shall mean subpart 229.1100 – Asset Backed Securities (Regulation AB),
17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and
subject to such clarification and interpretation as have been provided by the
Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff
of the Commission, or as may be provided by the Commission or its staff from
time to time.


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


          “Reportable
Event” shall mean any event required to be reported on Form 8-K, and in any
event, the following:


	
 

	
 


	
 

	
(a) entry
 into a material definitive agreement related to the Trust, the Notes or the
 Receivables, or an amendment to a Basic Document, even if the Depositor is
 not a party to such agreement (e.g., a servicing agreement with a servicer
 contemplated by Item 1108(a)(3) of Regulation AB);


	
 

	
 


	
 

	
(b)
 termination of a Basic Document (other than by expiration of the agreement on
 its stated termination date or as a result of all parties completing their
 obligations under such agreement), even if the Depositor is not a party to
 such agreement (e.g., a servicing agreement with a servicer contemplated by
 Item 1108(a)(3) of Regulation AB);


	
 

	
 


	
 

	
(c) with
 respect to the Servicer only, the occurrence of an Event of Servicing
 Termination or an Event of Default;


	
 

	
 


	
 

	
(d) the
 resignation, removal, replacement, substitution of the Indenture Trustee, the
 Owner Trustee or any co-trustee;


	
 

	
 


	
 

	
(e) with
 respect to the Indenture Trustee only, a required distribution to holders of
 the Notes is not made as of the required Payment Date under the Indenture;
 and


	
 

	
 


	
 

	
(f) with
 respect to the Servicer only, if the Servicer becomes aware of any bankruptcy
 or receivership of the Seller, the Depositor, the Indenture Trustee, the
 Owner Trustee, any enhancement or support provider contemplated by Item
 1114(b) or 1115 of Regulation AB, or other material party contemplated by
 Item 1101(d)(1) of Regulation AB.





          “Reporting
Subcontractor” shall mean with respect to the Indenture Trustee or the
Servicer, as the context may require, any Subcontractor determined by such
Person pursuant to Section 10.7 of the Sale and Servicing Agreement to
be “participating in the servicing function” within the meaning of Item 1122 of
Regulation AB. References to a Reporting Subcontractor


A-18






shall refer
only to the Subcontractor of such Person and shall not refer to Subcontractors
generally.


          “Representatives”
shall mean Wachovia Capital Markets, LLC and Credit Suisse Securities (USA) LLC
as representatives of the several Underwriters.


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


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


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


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


          “Reserve
Initial Deposit” shall mean $6,250,000.


          “Responsible
Officer” shall mean, (a) with respect to the Indenture Trustee, any officer
within the corporate trust department of the Indenture Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Indenture Trustee who
customarily performs functions similar to those performed by the persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person’s knowledge of and familiarity with
the particular subject and who, in each case, shall have direct responsibility
for the administration of the Indenture, (b) with respect to the Owner Trustee,
any officer within the Corporate Trust Office of the Owner Trustee and having
direct responsibility for the administration of the Issuer, including any
Managing Director, Director, Vice President, Assistant Vice President,
Assistant Treasurer, Assistant Secretary or Associate, or any other officer
customarily performing functions similar to those performed by any of the above
designated officers and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer’s knowledge of
and familiarity with the particular subject and (c) with respect to the
Servicer, the Seller or the Administrator, any officer of such Person having
direct responsibility for the transactions contemplated by the Basic Documents,
including the President, Treasurer or Secretary or any Vice President,
Controller, Assistant Vice President, Assistant Treasurer, Assistant Secretary,
or any other officer customarily performing functions similar to those
performed by any of the above designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer’s knowledge of and familiarity with the particular subject.


A-19






          “Rule
144 A Letter” shall have the meaning specified in Section 3.4(b) of
the Trust Agreement.


          “Sale
and Servicing Agreement” shall mean the Sale and Servicing Agreement, dated
as of January 15, 2008, by and among the Trust, as issuer, the Depositor, and
the Bank, as seller and servicer.


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


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


          “Secretary
of State” shall mean the Secretary of State of the State of Delaware.


          “Securities”
shall mean the Notes and the Certificates, collectively.


          “Securities
Act” shall mean the Securities Act of 1933, as amended.


          “Securityholders”
shall mean the Noteholders and the Certificateholders, collectively.


          “Seller”
shall mean the Bank as the seller of the Receivables under the Receivables
Purchase Agreement and each successor to the Bank.


          “Servicer”
shall mean the Bank as the servicer of the Receivables under the Sale and
Servicing Agreement, and each successor to the Bank (in the same capacity)
pursuant to Section 6.3 or 7.2 of the Sale and Servicing Agreement.  


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


          “Servicing
Criteria” shall mean the “servicing criteria” set forth in Item 1122(d) of
Regulation AB.


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


          “Servicing
Fee Rate” shall mean 0.50% per annum.


A-20






          “Similar
Laws” shall mean federal, state or local laws that impose requirements
similar to Section 406 of ERISA or Section 4975 of the Code.


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


          “Specified
Reserve Balance” shall mean for a Payment Date the greater of (a) 0.75% of
the Pool Balance as of the last day of the related Collection Period and (b)
0.50% of the Pool Balance as of the Cut-off Date, but in any event shall not be
greater than the sum of the aggregate principal balance of the Outstanding
Notes as of the current Payment Date; provided,
however, if (i) the Specified
Reserve Reduction Trigger is met on the Payment Date in January 2010, the
percentage in clause (b) will be reduced to 0.25% on such Payment Date
and shall remain at such percentage for each Payment Date thereafter; or (ii)
the Specified Reserve Reduction Trigger is met on the Payment Date in July
2010, the percentage in clause (b) will be reduced to 0.25% on such
Payment Date (regardless of whether the Specified Reserve Reduction Trigger was
met on the Payment Date in January 2010) and shall remain at such percentage
for each Payment Date thereafter. The percentage in clause (b) will not
be reduced in July 2010 if it was reduced in January 2010. The Specified
Reserve Balance may be reduced to a lesser amount as determined by the
Depositor, if each of Moody’s and Standard & Poor’s shall have confirmed in
writing to the Indenture Trustee that such action will not result in a
withdrawal or reduction in any of its ratings of the Notes.


          “Specified
Reserve Reduction Trigger” shall mean a test that will be met if (a) the
amount on deposit in the Reserve Account is equal to the Specified Reserve
Balance and (b) the Average Delinquency Ratio Test and the Cumulative Net Loss
Ratio Test for the Payment Date in January 2010 or in July 2010 are met.


          “Standard
& Poor’s” shall mean Standard & Poor’s Ratings Services, a division
of The McGraw-Hill Companies, Inc.


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


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


          “Subcontractor”
shall mean any vendor, subcontractor or other Person that is not responsible
for the overall servicing (as “servicing” is commonly understood by
participants in the mortgage-backed securities market) of Receivables but
performs one or more discrete functions identified in Item 1122(d) of
Regulation AB with respect to the Receivables under the direction or authority
of the Indenture Trustee.


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


A-21






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


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


          “Transfer
Date” shall mean the Closing Date.


          “Transferor
Certificate” shall have the meaning specified in Section 3.4(b) of
the Trust Agreement.


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


          “Trust”
shall mean USAA Auto Owner Trust 2008-1, a Delaware statutory trust governed by
the Trust Agreement.


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


          “Trust
Agreement” shall mean the Amended and Restated Trust Agreement of the Trust
dated as of January 15, 2008, by and between the Depositor and the Owner
Trustee, as amended and/or restated from time to time.


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


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


A-22






deposited in
or credited to any of the foregoing, all security entitlements relating to the
foregoing and all proceeds thereof; (vii) the Depositor’s rights under the
Receivables Purchase Agreement and the Issuer’s rights under the Sale and
Servicing Agreement; (viii) payments and proceeds with respect to the
Receivables held by the Servicer; (ix) all property (including the right to
receive Liquidation Proceeds) securing a Receivable (other than a Receivable purchased
by the Servicer or repurchased by the Seller); (x) rebates of premiums and
other amounts relating to insurance policies and other items financed under the
Receivables in effect as of the Cut-off Date; and (xi) all present and future
claims, demands, causes of action and choses in action in respect of any or all
of the foregoing and all payments on or under and all proceeds of every kind
and nature whatsoever in respect of any or all of the foregoing, including all
proceeds of the conversion thereof, voluntary or involuntary, into cash or
other liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and
other forms of obligations and receivables, instruments and other property
which at any time constitute all or part of or are included in the proceeds of
any of the foregoing.


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


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


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


          “Underwriting
Agreement” shall mean the Underwriting Agreement, dated January 9, 2008
among the Seller, the Depositor and the Representatives.


A-23









APPENDIX B


Item 1119 Parties


USAA Auto
Owner Trust 2008-1 

USAA Acceptance, LLC

USAA Federal Savings Bank
Wells Fargo Delaware Trust Company
The Bank of New York








APPENDIX C


Minimum Servicing Criteria to be Addressed in

Assessment of Compliance Statement


          The
assessment of compliance to be delivered by the [Indenture Trustee] [Servicer]
shall address, at a minimum, the criteria identified as below as “Applicable
Servicing Criteria”:


	
 

	
 

	
 

	
 

	
 


	
Reg AB
  Reference

	
 

	
Servicing
  Criteria

	
 

	
Applicable
  Servicing Criteria


	


	


	


	


	



	
 

	
 

	
General
  Servicing Considerations

	
 

	
 


	


	


	


	


	



	
1122(d)(1)(i)

	
 

	
Policies and procedures
  are instituted to monitor any performance or other triggers and events of
  default in accordance with the transaction agreements.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(1)(ii)

	
 

	
If any material servicing
  activities are outsourced to third parties, policies and procedures are
  instituted to monitor the third party’s performance and compliance with such
  servicing activities.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(1)(iii)

	
 

	
Any requirements in the
  transaction agreements to maintain a back-up servicer for the Pool Assets are
  maintained.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(1)(iv)

	
 

	
A fidelity bond and errors
  and omissions policy is in effect on the party participating in the servicing
  function throughout the reporting period in the amount of coverage required
  by and otherwise in accordance with the terms of the transaction agreements.

	
 

	
 


	


	


	


	


	



	
 

	
 

	
Cash
  Collection and Administration

	
 

	
 


	


	


	


	


	



	
1122(d)(2)(i)

	
 

	
Payments on pool assets
  are deposited into the appropriate custodial bank accounts and related bank
  clearing accounts no more than two business days following receipt, or such
  other number of days specified in the transaction agreements.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(2)(ii)

	
 

	
Disbursements made via
  wire transfer on behalf of an obligor or to an investor are made only by
  authorized personnel.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(2)(iii)

	
 

	
Advances of funds or
  guarantees regarding collections, cash flows or distributions, and any
  interest or other fees charged for such advances, are made, reviewed and
  approved as specified in the transaction agreements.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(2)(iv)

	
 

	
The related accounts for
  the transaction, such as cash reserve accounts or accounts established as a
  form of over collateralization, are separately maintained (e.g., with respect
  to commingling of cash) as set forth in the transaction agreements.

	
 

	
 





C-1






	
 

	
 

	
 

	
 

	
 


	
Reg AB
  Reference

	
 

	
Servicing
  Criteria

	
 

	
Applicable Servicing Criteria


	


	


	


	


	



	
1122(d)(2)(v)

	
 

	
Each custodial account is
  maintained at a federally insured depository institution as set forth in the
  transaction agreements. For purposes of this criterion, “federally insured
  depository institution” with respect to a foreign financial institution means
  a foreign financial institution that meets the requirements of Rule
  13k-1(b)(1) of the Securities Exchange Act.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(2)(vi)

	
 

	
Unissued checks are
  safeguarded so as to prevent unauthorized access.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(2)(vii)

	
 

	
Reconciliations are
  prepared on a monthly basis for all asset-backed securities related bank
  accounts, including custodial accounts and related bank clearing accounts.
  These reconciliations are (A) mathematically accurate; (B) prepared within 30
  calendar days after the bank statement cutoff date, or such other number of
  days specified in the transaction agreements; (C) reviewed and approved by
  someone other than the person who prepared the reconciliation; and (D)
  contain explanations for reconciling items. These reconciling items are
  resolved within 90 calendar days of their original identification, or such
  other number of days specified in the transaction agreements.

	
 

	
 


	


	


	


	


	



	
 

	
 

	
Investor
  Remittances and Reporting

	
 

	
 


	


	


	


	


	



	
1122(d)(3)(i)

	
 

	
Reports to investors,
  including those to be filed with the Commission, are maintained in accordance
  with the transaction agreements and applicable Commission requirements.
  Specifically, such reports (A) are prepared in accordance with timeframes and
  other terms set forth in the transaction agreements; (B) provide information
  calculated in accordance with the terms specified in the transaction
  agreements; (C) are filed with the Commission as required by its rules and
  regulations; and (D) agree with investors’ or the trustee’s records as to the
  total unpaid principal balance and number of Pool Assets serviced by the
  Servicer.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(3)(ii)

	
 

	
Amounts due to investors
  are allocated and remitted in accordance with timeframes, distribution
  priority and other terms set forth in the transaction agreements.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(3)(iii)

	
 

	
Disbursements made to an
  investor are posted within two business days to the Servicer’s investor
  records, or such other number of days specified in the transaction
  agreements.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(3)(iv)

	
 

	
Amounts remitted to
  investors per the investor reports agree with cancelled checks, or other form
  of payment, or custodial bank statements.

	
 

	
 





C-2






	
 

	
 

	
 

	
 

	
 


	
Reg AB
  Reference

	
 

	
Servicing
  Criteria

	
 

	
Applicable Servicing Criteria


	


	


	


	


	



	
 

	
 

	
Pool
  Asset Administration

	
 

	
 


	


	


	


	


	



	
1122(d)(4)(i)

	
 

	
Collateral or security on
  pool assets is maintained as required by the transaction agreements or
  related pool asset documents.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(4)(ii)

	
 

	
Pool assets and related
  documents are safeguarded as required by the transaction agreements

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(4)(iii)

	
 

	
Any additions, removals or
  substitutions to the asset pool are made, reviewed and approved in accordance
  with any conditions or requirements in the transaction agreements.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(4)(iv)

	
 

	
Payments on pool assets,
  including any payoffs, made in accordance with the related pool asset
  documents are posted to the Servicer’s obligor records maintained no more
  than two business days after receipt, or such other number of days specified
  in the transaction agreements, and allocated to principal, interest or other
  items (e.g., escrow) in accordance with the related pool asset documents.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(4)(v)

	
 

	
The Servicer’s records
  regarding the pool assets agree with the Servicer’s records with respect to
  an obligor’s unpaid principal balance.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(4)(vi)

	
 

	
Changes with respect to
  the terms or status of an obligor’s pool assets (e.g., loan modifications or
  re-agings) are made, reviewed and approved by authorized personnel in
  accordance with the transaction agreements and related pool asset documents.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(4)(vii)

	
 

	
Loss mitigation or
  recovery actions (e.g., forbearance plans, modifications and deeds in lieu of
  foreclosure, foreclosures and repossessions, as applicable) are initiated,
  conducted and concluded in accordance with the timeframes or other
  requirements established by the transaction agreements.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(4)(viii)

	
 

	
Records documenting
  collection efforts are maintained during the period a pool asset is
  delinquent in accordance with the transaction agreements. Such records are
  maintained on at least a monthly basis, or such other period specified in the
  transaction agreements, and describe the entity’s activities in monitoring
  delinquent pool assets including, for example, phone calls, letters and
  payment rescheduling plans in cases where delinquency is deemed temporary
  (e.g., illness or unemployment).

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(4)(ix)

	
 

	
Adjustments to interest
  rates or rates of return for pool assets with variable rates are computed
  based on the related pool asset documents.

	
 

	
 





C-3






	
 

	
 

	
 

	
 

	
 


	
Reg AB
  Reference

	
 

	
Servicing
  Criteria

	
 

	
Applicable Servicing Criteria


	


	


	


	


	



	
1122(d)(4)(x)

	
 

	
Regarding any funds held
  in trust for an obligor (such as escrow accounts): (A) such funds are
  analyzed, in accordance with the obligor’s pool asset documents, on at least
  an annual basis, or such other period specified in the transaction
  agreements; (B) interest on such funds is paid, or credited, to obligors in
  accordance with applicable pool asset documents and state laws; and (C) such
  funds are returned to the obligor within 30 calendar days of full repayment
  of the related pool assets, or such other number of days specified in the
  transaction agreements.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(4)(xi)

	
 

	
Payments made on behalf of
  an obligor (such as tax or insurance payments) are made on or before the
  related penalty or expiration dates, as indicated on the appropriate bills or
  notices for such payments, provided that such support has been received by
  the servicer at least 30 calendar days prior to these dates, or such other
  number of days specified in the transaction agreements.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(4)(xii)

	
 

	
Any late payment penalties
  in connection with any payment to be made on behalf of an obligor are paid
  from the Servicer’s funds and not charged to the obligor, unless the late
  payment was due to the obligor’s error or omission.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(4)(xiii)

	
 

	
Disbursements made on
  behalf of an obligor are posted within two business days to the obligor’s
  records maintained by the servicer, or such other number of days specified in
  the transaction agreements.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(4)(xiv)

	
 

	
Delinquencies, charge-offs
  and uncollectible accounts are recognized and recorded in accordance with the
  transaction agreements.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
1122(d)(4)(xv)

	
 

	
Any external enhancement
  or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of
  Regulation AB, is maintained as set forth in the transaction agreements.

	
 

	
 








	
 

	
 

	
 


	
 

	
[THE BANK OF
  NEW YORK] [USAA FEDERAL SAVINGS BANK]


	
 

	
 


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name: 


	
 

	
Title:








	
 

	
 

	
 


	
 

	
Date:

	
 


	
 

	
 

	






C-4






APPENDIX D


Form of Performance Certification


CERTIFICATION


          Re:
USAA Auto Owner Trust 2008-1


          The
undersigned [Indenture Trustee] [Reporting Subcontractor] hereby certifies to
the [  ] and its officers, directors and Affiliates (collectively, the
“Certification Parties”) as follows, with the knowledge and intent that the
Certification Parties will rely on this Certification in connection with the
certification concerning the Trust to be signed by an officer of the Servicer
and submitted to the Securities and Exchange Commission pursuant to Rule
13a-14(d)/15d-14(d):


          1.
The [Indenture Trustee] [Reporting Subcontractor] has reviewed the information
and reports provided by it to the Depositor and the Servicer pursuant to the
Sale and Servicing Agreement (defined below) with respect to the servicing
criteria assessment under Section 10.5 of the Sale and Servicing Agreement
(defined below) (the “Information”);


          2.
Based on the [Indenture Trustee] [Reporting Subcontractor]’s knowledge, the
Information, taken as a whole, does not contain any untrue statement of a
material fact or omit to state a material fact required in the Information and
necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by the 10-K report; and


          3.
The servicing criteria assessment required to be provided by the [Indenture
Trustee] [Reporting Subcontractor] pursuant to the Sale and Servicing Agreement
(defined below), has been provided to the Depositor and the Servicer. Any
material instance of noncompliance with the applicable Servicing Criteria has
been disclosed in such report.


          [4.
Any assessment of compliance with servicing criteria required to be provided by
any Reporting Subcontractor of the Indenture Trustee have been provided by such
Reporting Subcontractor.]


D-1






          Capitalized
terms not otherwise defined herein have the meanings ascribed thereto in the
Sale and Servicing Agreement (the “Sale and Servicing Agreement”) dated as of
January 15, 2008 among USAA Federal Savings Bank, as Seller and Servicer, USAA
Auto Owner Trust 2008-1 and USAA Acceptance, LLC.


	
 

	
 

	
 


	
 

	
[THE BANK OF
  NEW YORK, not in its individual


	
 

	
capacity but
  solely as Indenture Trustee]


	
 

	
[REPORTING
  SUBCONTRACTOR]


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:


	
 

	
Title:








	
 

	
 

	
 


	
 

	
Date:

	
 


	
 

	
 

	






D-2






APPENDIX E


Form of Performance Certification


CERTIFICATION


          Re:
USAA Auto Owner Trust 2008-1


          The
undersigned Servicer hereby certifies to the [  ] and its officers, directors
and Affiliates (collectively, the “Certification Parties”) as follows, with the
knowledge and intent that the Certification Parties will rely on this
Certification in connection with the certification concerning the Trust to be
signed by an officer of the Servicer and submitted to the Securities and
Exchange Commission pursuant to the Rule 13a-14(d)/15d-14(d):


          1.
I have reviewed the servicer compliance statement of the Servicer provided in
accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
report on assessment of the Servicer’s compliance with the servicing criteria
set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of
1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
servicing reports, officer’s certificates and other information relating to the
servicing of the Receivables by the Servicer during 200[  ] that were delivered
by the Servicer to the Indenture Trustee pursuant to the Agreement
(collectively, the “Servicer Servicing Information”);


          2.
Based on my knowledge, the Servicer Servicing Information, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in the light of the
circumstances under which such statements were made, not misleading with
respect to the period of time covered by the Servicer Servicing Information;


          3.
Based on my knowledge, all of the Servicer Servicing Information required to be
provided by the Servicer under the Sale and Servicing Agreement dated January
15, 2008 among USAA Auto Owner Trust 2008-1, USAA Acceptance, LLC and USAA
Federal Savings Bank (the “Agreement”) has been provided to the Indenture
Trustee;


          4.
I am responsible for reviewing the activities performed by the Servicer as
servicer under the Agreement, and based on my knowledge and the compliance
review conducted in preparing the Compliance Statement and except as disclosed
in the Compliance Statement, the Servicing Assessment or the Attestation
Report, the Servicer has fulfilled its obligations under the Agreement in all
material respects; and


          5.
The Compliance Statement required to be delivered by the Servicer pursuant to
the Agreement, and the Servicing Assessment and Attestation Report required to
be provided by the Servicer and by any Reporting Subcontractor pursuant to the
Agreement, have been provided to the Indenture Trustee. Any material instances
of noncompliance described in such reports


E-1






have been
disclosed to the Depositor. Any material instance of noncompliance with the
Servicing Criteria has been disclosed in such reports.


          Capitalized
terms not otherwise defined herein have the meanings ascribed thereto in the
Sale and Servicing Agreement dated as of January 15, 2008 among USAA Federal
Savings Bank, as Seller and Servicer, USAA Auto Owner Trust 2008-1 and USAA
Acceptance, LLC.


	
 

	
 

	
 


	
 

	
USAA FEDERAL
  SAVINGS BANK


	
 

	
 


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:


	
 

	
Title:








	
 

	
 

	
 


	
 

	
Date:

	
 


	
 

	
 

	






E-2