c54373_ex10-1.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing







EXECUTION COPY 


Exhibit 10.1 





PURCHASE AGREEMENT 


dated as of July 23, 2008 


between 


USAA FEDERAL SAVINGS BANK 


and 


USAA ACCEPTANCE, LLC 

















TABLE OF CONTENTS 

	 		 		 		 		 		 		
Page	
	
ARTICLE I		 		
DEFINITIONS AND USAGE		 		
1	
	 	 	 	 	 
	
                SECTION 1.1		 		
Definitions		 		
1	
	 	 	 	 	 
	
                SECTION 1.2		 		
Other Interpretive Provisions		 		
1	
	
ARTICLE II		 		
PURCHASE		 		
2	
	 	 	 	 	 
	
                SECTION 2.1		 		
Agreement to Sell and Contribute on the Closing Date		 		
2	
	 	 	 	 	 
	
                SECTION 2.2		 		
Consideration and Payment		 		
2	
	 	 	 	 	 
	
ARTICLE III		 		
REPRESENTATIONS, WARRANTIES AND COVENANTS		 		
2	
	 	 	 	 	 
	
                SECTION 3.1		 		
Representations and Warranties of the Bank		 		
2	
	 	 	 	 	 
	
                SECTION 3.2		 		
Representations and Warranties of the Bank as to each		 		 	
	 		 		 		 		
Receivable		 		
3	
	 	 	 	 	 
	
                SECTION 3.3		 		
Repurchase upon Breach		 		
4	
	 	 	 	 	 
	
                SECTION 3.4		 		
Protection of Title		 		
4	
	 	 	 	 	 
	
                SECTION 3.5		 		
Other Liens or Interests		 		
5	
	 	 	 	 	 
	
                SECTION 3.6		 		
Perfection Representations, Warranties and Covenants		 		
5	
	 	 	 	 	 
	
                SECTION 3.7		 		
FDIC Rule; Official Record		 		
5	
	 	 	 	 	 
	
ARTICLE IV		 		
MISCELLANEOUS		 		
6	
	 	 	 	 	 
	
                SECTION 4.1		 		
Transfers Intended as Sale; Security Interest		 		
6	
	 	 	 	 	 
	
                SECTION 4.2		 		
Notices, Etc		 		
6	
	 	 	 	 	 
	
                SECTION 4.3		 		
Choice of Law		 		
7	
	 	 	 	 	 
	
                SECTION 4.4		 		
Headings		 		
7	
	 	 	 	 	 
	
                SECTION 4.5		 		
Counterparts		 		
7	
	 	 	 	 	 
	
                SECTION 4.6		 		
Amendment		 		
7	
	 	 	 	 	 
	
                SECTION 4.7		 		
Waivers		 		
9	
	 	 	 	 	 
	
                SECTION 4.8		 		
Entire Agreement		 		
9	
	 	 	 	 	 
	
                SECTION 4.9		 		
Severability of Provisions		 		
9	
	 	 	 	 	 
	
                SECTION 4.10		 		
Binding Effect		 		
9	
	 	 	 	 	 
	
                SECTION 4.11		 		
Acknowledgment and Agreement		 		
9	
	 	 	 	 	 
	
                SECTION 4.12		 		
Cumulative Remedies		 		
10	
	 	 	 	 	 
	
                SECTION 4.13		 		
Nonpetition Covenant		 		
10	
	 	 	 	 	 
	
                SECTION 4.14		 		
Submission to Jurisdiction; Waiver of Jury Trial		 		
10	





i 












EXHIBITS 

	
Exhibit A
		 
		
Form of Assignment Pursuant to Purchase Agreement
	
	
Schedule I
		 
		
Representations and Warranties With Respect to the Receivables
	
	
Schedule II
		 
		
Perfection Representations, Warranties and Covenants
	




ii 












     THIS PURCHASE AGREEMENT is made and entered into as of July 23, 2008 (as amended from time to time, this “Agreement”) by USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), and USAA ACCEPTANCE, LLC, a Delaware limited liability company (the “Purchaser”). 


WITNESSETH: 


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


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


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


ARTICLE I 


DEFINITIONS AND USAGE 


     SECTION 1.1        Definitions. Except as otherwise defined herein or as the context may
otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Sale and Servicing Agreement dated as of the date hereof (as from
time to time amended, supplemented or otherwise modified and in effect, the “Sale and Servicing Agreement”) among USAA Auto Owner Trust 2008-3, the Bank, as servicer, the Purchaser, as seller, and The Bank of New York Mellon, as indenture trustee. 


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












ARTICLE II 


PURCHASE 


     SECTION 2.1       Agreement to Sell and Contribute on the Closing Date. On the terms and
subject to the conditions set forth in this Agreement, the Bank agrees to transfer, assign, set over, sell and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of its right, title and
interest in, to and under the Receivables, the Collections on or after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, described in the assignment in the form of Exhibit
A (the “Assignment”) delivered on the Closing Date (the “Purchased
Assets”) having a Net Pool Balance as of the Cut-Off Date equal to $1,033,950,185.34, which sale shall be effective as of the Cut-Off Date. The sale, transfer, assignment and conveyance made hereunder
does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the Originator to the Obligors or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or
any agreement, document or instrument related thereto. 


     SECTION 2.2       Consideration and Payment. In consideration of the transfer of the
Purchased Assets conveyed to the Purchaser on the Closing Date, the Purchaser shall deliver to, or upon the order of, the Bank (i) $771,870,203.64 in cash and (ii) all of the Class A-1 and Class B Notes. Notwithstanding the preceding sentence,
if such purchase price for the Purchased Assets exceeds the amount of cash available to the Purchaser from the proceeds of the sale of the Notes, then an undivided interest in such Purchased Assets in an amount equal to such excess shall be deemed
to have been contributed to the Purchaser by the Bank. 


ARTICLE III 


REPRESENTATIONS, WARRANTIES AND COVENANTS 


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


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


     (b)     Authorization and No Contravention. The execution, delivery and performance by
the Bank of each Transaction Document to which it is a party (i) have been duly authorized 

	
-2-		
  	















by all necessary action on the part of the Bank and (ii) do not contravene or constitute a default under (A) any applicable law, rule or regulation, (B) its organizational documents or (C) any material agreement, contract,
order or other instrument to which it is a party or its property is subject (other than violations which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not
materially and adversely affect the transactions contemplated by, or the Bank’s ability to perform its obligations under, the Transaction Documents).


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


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


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


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


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

	
-3-		
  















shall not be required to notify any insurer with respect to any Insurance Policy obtained by an Obligor. 


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


     SECTION 3.4       Protection of Title. 


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


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

	
-4-		
  	















previously filed financing statements or continuation statements described in paragraph (a) above.


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


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


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


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


SECTION 3.7     FDIC Rule; Official Record. 


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


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

	
-5-		
  	















ARTICLE IV 


MISCELLANEOUS 


SECTION 4.1       Transfers Intended as Sale; Security Interest. 


     (a)       Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this
Agreement are complete and absolute sales and contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and
related Purchased Assets shall not be part of the Bank’s estate in the event of a bankruptcy or insolvency of the Bank. The sales and transfers by the Bank of the Receivables and related Purchased Assets hereunder are and shall be without
recourse to, or representation or warranty (express or implied) by, the Bank, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Bank are intended to provide a remedy for breach of
representations and warranties relating to the condition of the property sold, rather than to the collectibility of the Receivables. 


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


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


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


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


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




     SECTION 4.2       Notices, Etc. All demands, notices and communications hereunder shall
be in writing and shall be delivered or mailed by registered or certified first-class United 

	
-6-		
  	















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


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


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


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


      SECTION 4.6       Amendment. 


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


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


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


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




     (b)       Subject to subsections (e) and
(f) of this Section 4.6, any term or provision of this Agreement may be amended by the Bank and the
Purchaser without the consent of the Indenture 

	
-7-		
  	















Trustee, any Noteholder, the Issuer, the Servicer, the Owner Trustee or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to enable the Bank, the Purchaser or any of their
Affiliates to comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle (whether now or in the future in effect), it being a condition to any such amendment that the Rating Agency Condition shall
have been satisfied. 


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


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


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

	
-8-		
  	















that would significantly amend the permitted activities or powers of the Issuer even if such amendments would not have an adverse effect on the Holders of the Notes without the consent of the Holders of at least a majority
of the Outstanding Notes. 


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



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


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


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


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


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

	
-9-		
  	















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


     SECTION 4.13     Nonpetition Covenant. Each party hereto agrees that, prior to the
date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such party hereto shall not authorize any Bankruptcy Remote Party to
commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to
consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of its creditors
generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) none of the parties hereto shall commence or join with any other Person in commencing any Proceeding against such Bankruptcy Remote Party under any
bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Section shall survive the termination of this Agreement. 


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


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


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


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


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


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

	
-10-		
  	















[Remainder of Page Intentionally Left Blank] 


	
-11-		
  	















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

	 	 	
USAA FEDERAL SAVINGS BANK	
	 	 	 	
	 	 	 	
	 	 	 	
	 	By: 	/s/ David K. Kimball	 
	 	 	
Name: David K. Kimball	
	 	 	
Title: Vice President and Senior Financial Officer	
	 	 	 	
	 	 	 	
	 	 	
USAA ACCEPTANCE, LLC	
	 	 	 	
	 	 	 	
	 	 	 	
	 	By:	/s/ Edwin T. McQuiston		 
	 	 	
Name: Edwin T. McQuiston	
	 	 	
Title: Senior Vice President and Treasurer	




	
S-1		
  	















EXHIBIT A 


FORM OF 

ASSIGNMENT PURSUANT TO PURCHASE AGREEMENT 


July 23, 2008 


     For value received, in accordance with the Purchase Agreement dated as of July 23, 2008 (the “Agreement”),
between USAA Federal Savings Bank, a federally chartered savings association (the “Bank”), and USAA Acceptance, LLC, a Delaware limited liability company (the
“Purchaser”), on the terms and subject to the conditions set forth in the Agreement, the Bank does hereby transfer, assign, set over, sell and otherwise convey to the
Purchaser without recourse (subject to the obligations in the Agreement) on the Closing Date, all of its right, title and interest in, to and under the Receivables set forth on the schedule of Receivables delivered by the Bank to the Purchaser on
the date hereof, the Collections on or after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, which sale shall be effective as of the Cut-Off Date. 


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


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



     Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement or if not defined in the Agreement, in Appendix A to the Sale and Servicing
Agreement, dated as of July 23, 2008, among USAA Auto Owner Trust 2008-3, the Bank, as servicer, the Purchaser, as seller, and The Bank of New York Mellon, as indenture trustee. 


[Remainder of page intentionally left blank] 

	
A-1		
  	















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

	 	 	
USAA FEDERAL SAVINGS BANK	
	 	 	 	
	 	 	 	
	 	 	 	
	 	By: 	
 		 
	 	 	
Name:	
	 	 	
Title:	




	
A-2		
  	















SCHEDULE I 


REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE RECEIVABLES 

	
(a)      		
Characteristics of Receivables. Each Receivable:

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

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

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

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

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

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

	
	 
	 	
(vii)      		
was originated in the United States.

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

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

	
	 
	 	
(ii)      		
each Receivable has a Contract Rate of no less than 3.00% and not more than 16.34%;

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

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

	
	 


	
Schedule I-1		
 	
	 		
	














	 	(v)  	no Receivable has a scheduled maturity
    date later than August 15, 2014;
	 
	 	(vi)	no Receivable was more than 30
    days past due as of the Cut-Off Date;
	 
	 	
(vii)

		as of the Cut-Off Date, no Receivable
    was noted in the records of the Servicer as
being the subject of any pending bankruptcy or insolvency Proceeding;
	
	 
	 	(viii)  	
no Receivable is subject to a force-placed
    Insurance Policy on the related Financed Vehicle;

	
	 
	 	(ix)	
each Receivable is a Simple Interest
    Receivable; and

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

	
	 
	
(c)      		
Schedule of Receivables. The information with respect to each Receivable transferred on the Closing Date set forth in the Schedule of Receivables was true and correct
in all material respects as of the Cut-Off Date.
	
	 
	
(d)      		
Compliance with Law. Each Receivable complied at the time it was originated or made, in all material respects with all requirements of applicable federal, state and
local laws, and regulations thereunder, including, to the extent applicable, usury laws, the Federal Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Federal Trade Commission Act, the Fair Debt Collection
Practices Act, the Fair Credit Billing Act, the Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B and Z, the Servicemembers Civil Relief Act of 2003, as amended, state adaptations of the National Consumer Act and of the Uniform
Consumer Credit Code and any other consumer credit, equal opportunity and disclosure laws applicable to that Receivable.
	
	 
	
(e)      		
Binding Obligation. Each Receivable constitutes the legal, valid and binding payment obligation in writing of the Obligor, enforceable in all respects by the holder
thereof in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, liquidation or other similar laws and equitable principles relating to or affecting the enforcement of creditors’ rights
generally.
	
	 
	
(f)      		
Receivable in Force. Each Receivable has not been satisfied, subordinated or rescinded nor has the related Financed Vehicle been released from the lien granted by the
Receivable in whole or in part.
	
	 
	
(g)      		
No Waiver. As of the Cut-Off Date, no provision of a Receivable has been waived.
	
	 
	
(h)      		
No Default. Except for payment delinquencies continuing for a period of not more than
30 days as of the Cut-Off Date, the records of the Servicer did not disclose that any
default, breach, violation or event permitting acceleration under the terms of the Receivable existed as of the Cut-Off Date or that any continuing condition that with notice or lapse of time, or both, would
constitute a default, breach, violation or event

	
	 


	
Schedule I-2		 
	 		 














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

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

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

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

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

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

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

	
	 


	
Schedule I-3		 
	 		 














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

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

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

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

	
	 


	
Schedule I-4		 
	 		 















SCHEDULE II 


PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS 


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



General 


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


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


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


Creation 


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


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


Perfection 


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

	
Schedule II-1		 
	
 		 















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

	 	
a.      		
All original executed copies of each such instrument or tangible chattel paper have been delivered to the Indenture Trustee; or
	
	 
	 	
b.      		
Such instruments or tangible chattel paper are in the possession of the Servicer and the Indenture Trustee has received a written acknowledgment from the Servicer that the Servicer (in its capacity as
custodian) is holding such instruments or tangible chattel paper solely on behalf and for the benefit of the Indenture Trustee; or
	
	 
	 	
c.      		
The Servicer received possession of such instruments or tangible chattel paper after the Indenture Trustee received a written acknowledgment from the Servicer that the Servicer is acting solely as agent of
the Indenture Trustee.
	
	 



Priority 


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


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


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


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


Survival of Perfection Representations 


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

	
Schedule II-2		 
	
		 















No Waiver 


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

	
Schedule II-3