Exhibit 99.3
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EXECUTION COPY
RECEIVABLES PURCHASE AGREEMENT
between
USAA FEDERAL SAVINGS BANK
as Seller
and
USAA ACCEPTANCE, LLC
as Depositor
Dated as of November 1, 2006
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Table of Contents
Page
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Article I
Interpretation
Section 1.01.
Definitions and Usage.........................................1
Article II
Conveyance of Receivables
Section 2.01.
Conveyance of Receivables.....................................2
Section 2.02. The
Closing...................................................2
Article III
Representations and Warranties
Section 3.01.
Representations and Warranties of the Depositor...............3
Section 3.02.
Representations and Warranties of the Seller..................4
Article IV
Conditions
Section 4.01.
Conditions to Obligation of the Depositor.....................9
Section 4.02.
Conditions to Obligation of the Seller.......................10
Article V
Covenants of the Seller
Section 5.01.
Protection of Right, Title and Interest......................11
Section 5.02. Other
Liens or Interests.....................................12
Section 5.03. Costs
and Expenses...........................................12
Section 5.04. Hold
Harmless................................................12
Article VI
Indemnification
Section 6.01.
Indemnification..............................................13
Section 6.02.
Contribution.................................................15
Article VII
Miscellaneous Provisions
Section 7.01.
Obligations of Seller........................................15
Section 7.02.
Repurchase Events............................................15
Section 7.03.
Depositor Assignment of Repurchased Receivables..............16
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Section 7.04. Transfer
to the Issuer.......................................16
Section 7.05.
Amendment....................................................16
Section 7.06.
Waivers......................................................17
Section 7.07.
Notices......................................................17
Section 7.08. Costs
and Expenses...........................................17
Section 7.09.
Representations of the Seller and the Depositor..............17
Section 7.10.
Confidential Information.....................................17
Section 7.11. Headings
and Cross-References................................17
Section 7.12.
GOVERNING LAW................................................17
Section 7.13.
Counterparts.................................................18
Section 7.14. Third
Party Beneficiary......................................18
Section 7.15. No
Proceedings...............................................18
Exhibit A Matters
Addressed in Opinion of Seller's Counsel
Schedule A
Schedule of Receivables
Schedule B-1 Location
of Receivable Files
Schedule B-2 Location
of Lien Certificates
Appendix A
Definitions and Usage
ii
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RECEIVABLES PURCHASE
AGREEMENT dated as of November 1, 2006 (as from time
to time amended, supplemented or otherwise modified and in effect,
this
"Agreement"), between USAA FEDERAL SAVINGS BANK, a federally
chartered savings
association, as seller (in such capacity, together with its
permitted
successors and permitted assigns in such capacity, the "Seller")
and USAA
ACCEPTANCE, LLC, a Delaware limited liability company, as depositor
(together
with its successors and permitted assigns, the "Depositor").
RECITALS
WHEREAS, the Depositor desires to purchase a portfolio of
receivables and
related property consisting of motor vehicle installment loan
contracts
originated by the Seller in the ordinary course of its
business;
WHEREAS, the Seller and the Depositor wish to set forth the
terms
pursuant to which such portfolio of receivables and related
property are to be
sold by the Seller to the Depositor; and
WHEREAS, the Depositor intends, concurrently with its purchase
hereunder,
to convey all of its right, title and interest in and to all of
such portfolio
of receivables and related property to USAA Auto Owner Trust
2006-4, a
Delaware statutory trust (the "Issuer") pursuant to a Sale and
Servicing
Agreement dated as of November 1, 2006 (the "Sale and Servicing
Agreement"),
by and among the Issuer, the Depositor, USAA Federal Savings Bank,
as Seller
and Servicer, and the Issuer intends to pledge all of its right,
title and
interest in and to such portfolio of receivables and related
property to The
Bank of New York, as Indenture Trustee (the "Indenture Trustee")
pursuant to
the Indenture dated as of November 21, 2006 (the "Indenture"), by
and between
the Issuer and the Indenture Trustee.
NOW,
THEREFORE, in consideration of the foregoing, other good and
valuable consideration and the mutual terms and covenants contained
herein,
the parties hereto agree as follows:
Article I
Interpretation
Section 1.01.
Definitions and Usage. Except as otherwise specified herein
or as the context may otherwise require, capitalized terms used but
not
otherwise defined herein are defined in Appendix A hereto, which
also contains
rules as to usage that shall be applicable herein.
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Article II
Conveyance of Receivables
Section 2.01. Conveyance of Receivables.
(a) In consideration of the Depositor's delivery to or upon the
order of the Seller on the Closing Date of $1,656,115,469.69 (the
"Purchase
Price"), the Seller does hereby irrevocably sell, transfer, assign,
set over
and otherwise convey to the Depositor, without recourse (subject to
the
obligations of the Seller set forth herein) all right, title, and
interest of
the Seller, whether now or hereinafter acquired, in and to the
Trust Property.
(b) The transfer, assignment and conveyance made hereunder shall
not
constitute and is not intended to result in an assumption by the
Depositor of
any obligation of the Seller to the Obligors or any other Person in
connection
with the Receivables and the other Trust Property or any agreement,
document
or instrument related thereto.
(c) The Seller and the Depositor intend that the transfer of
assets
by the Seller to the Depositor pursuant to this Agreement be a sale
of the
ownership interest in such assets to the Depositor, rather than the
mere
granting of a security interest to secure a borrowing. In the
event, however,
that such transfer is deemed not to be a sale but to be the grant
of a
security interest to secure a borrowing, the Seller shall be deemed
to have
hereby granted to the Depositor a security interest in all
accounts, money,
chattel paper, securities, instruments, documents, deposit
accounts,
certificates of deposit, letters of credit, advices of credit,
banker's
acceptances, uncertificated securities, general intangibles,
contract rights,
goods and other property consisting of, arising from or relating to
such Trust
Property, which security interest shall be perfected and of first
priority,
and this Agreement shall constitute a security agreement under
applicable law.
Pursuant to the Sale and Servicing Agreement and Section 7.04
hereof, the
Depositor may sell, transfer and assign to the Issuer (i) all or
any portion
of the assets assigned to the Depositor hereunder, (ii) all or any
portion of
the Depositor's rights against the Seller under this Agreement and
(iii) all
proceeds thereof. Such assignment may be made by the Depositor with
or without
an assignment by the Depositor of its rights under this Agreement,
and without
further notice to or acknowledgement from the Seller. The Seller
waives, to
the extent permitted under applicable law, all claims, causes of
action and
remedies, whether legal or equitable (including any right of
setoff), against
the Depositor or any assignee of the Depositor relating to such
action by the
Depositor in connection with the transactions contemplated by the
Sale and
Servicing Agreement.
Section 2.02. The Closing. The sale and purchase of the Trust
Property
shall take place at a closing at the office of Sidley Austin LLP,
New York,
New York on the Closing Date, simultaneously with the closing under
(a) the
Sale and Servicing Agreement, (b) the Indenture and (c) the Trust
Agreement.
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Article III
Representations and Warranties
Section 3.01. Representations and Warranties of the Depositor.
The
Depositor hereby represents and warrants as follows to the Seller
and the
Indenture Trustee as of the date hereof and the Transfer Date:
(a) Organization and Good Standing. The Depositor is a limited
liability company duly organized, validly existing and in good
standing under
the laws of the State of Delaware, with all requisite power and
authority to
own its properties and to conduct its business as such properties
are
currently owned and such business is currently conducted.
(b) Due Qualification. The Depositor is duly qualified to do
business as a foreign limited liability company in good standing,
and has
obtained all necessary licenses and approvals in all jurisdictions
where the
failure to do so would materially and adversely affect the
Depositor's ability
to acquire the Receivables or the other Trust Property or the
validity or
enforceability of the Receivables or the other Trust Property.
(c) Power and Authority. The Depositor has all the limited
liability
company power and authority to execute, deliver and perform this
Agreement and
the other Basic Documents to which it is a party and to carry out
their
respective terms; the Depositor has full power and authority to
sell and
assign the property to be sold and assigned to and deposited with
the Issuer,
and the Depositor shall have duly authorized such sale and
assignment to the
Issuer by all necessary limited liability company action; and the
execution,
delivery and performance of this Agreement and the other Basic
Documents to
which the Depositor is a party have been duly authorized by the
Depositor by
all necessary limited liability company action.
(d) Binding Obligation. This Agreement and the other Basic
Documents
to which the Depositor is a party, when duly executed and delivered
by the
other parties hereto and thereto, shall constitute legal, valid and
binding
obligations of the Depositor, enforceable against the Depositor in
accordance
with their respective terms, except as the enforceability thereof
may be
limited by bankruptcy, insolvency, reorganization or similar laws
now or
hereafter in effect relating to or affecting creditors' rights
generally and
to general principles of equity (whether applied in a proceeding at
law or in
equity).
(e) No Violation. The consummation of the transactions
contemplated
by this Agreement and the fulfillment of the terms hereof do not
conflict
with, result in any breach of any of the terms and provisions of,
or
constitute (with or without notice or lapse of time or both) a
default under,
the limited liability company agreement of the Depositor, or any
indenture,
agreement or other instrument to which the Depositor is a party or
by which it
is bound, or violate any law, rules or regulation applicable to the
Depositor
of any court or federal or state regulatory body, administrative
agency or
other governmental instrumentality having jurisdiction over the
Depositor.
(f) No Proceedings. There are no proceedings or investigations
pending or, to the Depositor's knowledge, threatened against the
Depositor
before any court, regulatory body,
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administrative agency or other governmental instrumentality
having
jurisdiction over the Depositor or its properties (i) asserting the
invalidity
of this Agreement or any other Basic Document to which the
Depositor is a
party, (ii) seeking to prevent the consummation of any of the
transactions
contemplated by this Agreement or any other Basic Document to which
the
Depositor is a party or (iii) seeking any determination or ruling
that might
materially and adversely affect the performance by the Depositor of
its
obligations under, or the validity or enforceability of, this
Agreement or any
other Basic Document to which the Depositor is a party.
(g) No Consents. The Depositor is not required to obtain the
consent
of any other party or any consent, license, approval,
registration,
authorization, or declaration of or with any governmental
authority, bureau or
agency in connection with the execution, delivery, performance,
validity, or
enforceability of this Agreement or any other Basic Document to
which it is a
party that has not already been obtained.
Section 3.02. Representations and Warranties of the Seller.
(a) The Seller hereby represents and warrants as follows to the
Depositor and the Indenture Trustee as of the date hereof and as of
the
Transfer Date:
(i) Organization and Good Standing. The Seller is a federally
chartered savings association duly organized and validly existing
as a
banking institution under the laws of the United States and
continues to
hold
a valid certificate to do business as such, and has the power to
own
its
assets and to transact the business in which it is currently
engaged.
The
Seller is duly authorized to transact business and has obtained
all
necessary licenses and approvals, and is in good standing in
each
jurisdiction in which the character of the business transacted by
it or
any
properties owned or leased by it requires such authorization.
(ii) Power and Authority. The Seller has the power and
authority to make, execute, deliver and perform this Agreement and
all of
the
transactions contemplated under this Agreement and the other
Basic
Documents to which the Seller is a party, and has taken all
necessary
action to authorize the execution, delivery and performance of
this
Agreement and the other Basic Documents to which the Seller is a
party.
When
executed and delivered, this Agreement and the other Basic
Documents
to
which the Seller is a party will constitute legal, valid and
binding
obligations of the Seller enforceable in accordance with their
respective
terms, except as enforcement of such terms may be limited by
bankruptcy,
insolvency or similar laws affecting the enforcement of creditors'
rights
generally and by the availability of equitable remedies and except
as
enforcement of such terms may be limited by receivership,
conservatorship
and
supervisory powers of bank regulatory agencies generally.
(iii) No Violation. The execution, delivery and performance by
the
Seller of this Agreement and the other Basic Documents to which
the
Seller is a party will not violate any provision of any existing
state,
federal or, to the best knowledge of the Seller, local law or
regulation
or
any order or decree of any court applicable to the Seller or
any
provision of the articles of association or incorporation or the
bylaws
of
the Seller, or constitute a breach of any mortgage, indenture,
contract or other agreement to
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which the Seller is a party or by which the Seller may be bound or
result
in
the creation or imposition of any lien upon any of the Seller's
properties pursuant to any such mortgage, indenture, contract or
other
agreement (other than this Agreement).
(iv) No Proceedings. There are no proceedings or investigations
pending or, to the Seller's knowledge, threatened against the
Seller
before any court, regulatory body, administrative agency or
other
governmental instrumentality having jurisdiction over the Seller or
its
properties (i) asserting the invalidity of this Agreement or any
other
Basic Document to which the Seller is a party, (ii) seeking to
prevent
the
consummation of any of the transactions contemplated by this
Agreement or any other Basic Document to which the Seller is a
party or
(iii) seeking any determination or ruling that might materially
and
adversely affect the performance by the Seller of its obligations
under,
or the validity or
enforceability of, this Agreement or any other Basic
Document to which the Seller is a party.
(v) Chief Executive Office. The chief executive office of the
Seller is located at 10750 McDermott Freeway, San Antonio, Texas
78288.
(vi) No Consents. The Seller is not required to obtain the
consent of any other party or any consent, license, approval,
registration, authorization, or declaration of or with any
governmental
authority, bureau or agency in connection with the execution,
delivery,
performance, validity, or enforceability of this Agreement or any
other
Basic Document to which it is a party that has not already been
obtained.
(vii) No Notice. The Seller represents and warrants that it
acquired title to the Receivables and the other Trust Property in
good
faith, without notice of any adverse claim.
(viii) Bulk Transfer. The Seller represents and warrants that
the
transfer, assignment and conveyance of the Receivables and the
other
Trust Property by the Seller pursuant to this Agreement are not
subject
to
the bulk transfer laws or any similar statutory provisions in
effect
in
any applicable jurisdiction.
(ix) Seller Information. No certificate of an officer,
statement or document furnished in writing or report delivered
pursuant
to
the terms hereof by the Seller contains any untrue statement of
a
material fact or omits to state any material fact necessary to make
the
certificate, statement, document or report not misleading.
(x) Ordinary Course. The transactions contemplated by this
Agreement and the other Basic Documents to which the Seller is a
party
are in the ordinary
course of the Seller's business.
(xi) Solvency. The Seller is not insolvent, nor will the Seller
be
made insolvent by the transfer of the Trust Property, nor does
the
Seller anticipate any pending insolvency.
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(xii) Legal Compliance. The Seller is not in violation of, and
the
execution and delivery by the Seller of this Agreement and the
other
Basic Documents to which the Seller is a party and its performance
and
compliance with the terms of this Agreement and the other Basic
Documents
to
which the Seller is a party will not constitute a violation
with
respect to, any order or decree of any court or any order or
regulation
of
any federal, state, municipal or governmental agency having
jurisdiction, which violation would materially and adversely affect
the
Seller's condition (financial or otherwise) or operations or any of
the
Seller's properties or materially and adversely affect the
performance of
any
of its duties under the Basic Documents.
(xiii) Creditors. The Seller did not sell the Receivables or
the
other Trust Property to the Depositor with any intent to
hinder,
delay or defraud any of its creditors.
(b) The Seller makes the following representations and
warranties
with respect to the Receivables, on which the Depositor relies in
accepting
the Receivables and in transferring the Receivables to the Issuer
under the
Sale and Servicing Agreement, and on which the Issuer relies in
pledging the
same to the Indenture Trustee. Such representations and warranties
speak as of
the execution and delivery of this Agreement and as of the Transfer
Date, but
shall survive the sale, transfer and assignment of the Receivables
to the
Depositor, the subsequent sale, transfer and assignment of the
Receivables by
the Depositor to the Issuer pursuant to the Sale and Servicing
Agreement and
the pledge of the Receivables by the Issuer to the Indenture
Trustee pursuant
to the Indenture.
(i) Schedule of Receivables. The information set forth in
Schedule A to this Agreement with respect to each Receivable is
true and
correct in all material respects, and no selection procedures
adverse to
the
Securityholders have been used in selecting the Receivables from
all
receivables owned by the Seller which meet the selection
criteria
specified herein.
(ii) No Sale or Transfer. No Receivable has been sold,
transferred, assigned or pledged by the Seller to any Person other
than
the
Depositor.
(iii) Good Title. Immediately prior to the transfer and
assignment of the Receivables to the Depositor herein contemplated,
the
Seller had good and marketable title to each Receivable free and
clear of
all
Liens and rights of others; and, immediately upon the transfer
thereof, the Depositor, has either (i) good and marketable title to
each
Receivable, free and clear of all 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
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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 or semi-monthly payments (provided that the
payment in
the
last month in the life of the Receivable may be different from
the
level scheduled payment) and for accrual of interest at a fixed
rate
according to the simple interest method.
(vi) Compliance with Law. Each Receivable and each sale of the
related Financed Vehicle complied at the time it was originated or
made,
and
complies on and after the Cut-off Date, in all material respects
with
all
requirements of applicable federal, state, and local laws, and
regulations thereunder, including usury laws, the Federal
Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair
Credit
Reporting Act, the Federal Trade Commission Act, the
Magnuson-Moss
Warranty Act, Federal Reserve Board Regulations B and Z, state
adaptations of the National Consumer Act and of the Uniform
Consumer
Credit Code, and any other consumer credit, equal opportunity,
and
disclosure laws applicable to such Receivable and sale.
(vii) Binding Obligation. Each Receivable constitutes the
legal, valid, and binding payment obligation in writing of the
Obligor,
enforceable by the holder thereof in all material respects in
accordance
with
its terms, subject, as to enforcement, to applicable
bankruptcy,
insolvency, reorganization, liquidation and other similar laws
and
equitable principles relating to or affecting the enforcement
of
creditors' rights.
(viii) No Government Obligor. No Receivable is due from the
United States of America or any state or from any agency,
department,
instrumentality or political subdivision of the United States of
America
or
any state or local municipality and no Receivable is due from a
business except to the extent that such receivable has a
personal
guaranty.
(ix) Security Interest in Financed Vehicle. Immediately prior
to
the sale and assignment thereof to the Depositor as herein
contemplated, each Receivable was secured by a validly perfected
first
priority security interest in the Financed Vehicle in favor of the
Seller
as
secured party or all necessary and appropriate action with respect
to
such
Receivable had been taken to perfect a first priority security
interest in the related Financed Vehicle in favor of the Seller
as
secured party, which security interest is assignable and has been
so
assigned by the Seller to the Depositor.
(x) Receivables in Force. No Receivable has been satisfied,
subordinated, or rescinded, nor has any Financed Vehicle been
released
from
the Lien granted by the related Receivable in whole or in part.
(xi) No Waiver. No provision of a Receivable has been waived in
such
a manner that such Receivable fails either to meet all of the
representations and warranties made by the Seller herein with
respect
thereto pursuant to this Section 3.02.
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(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 either to fail to meet all of
the
representations and warranties made by the Seller herein with
respect
thereto pursuant to this Secti
