FORM OF RECEIVABLES PURCHASE AGREEMENT

Exhibit 99.3

FORM OF RECEIVABLES PURCHASE AGREEMENT

between

USAA FEDERAL SAVINGS BANK

as Seller

and

USAA ACCEPTANCE, LLC

as Depositor

Dated as of _________, 200_

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Table of Contents

Page

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Article I

Interpretation

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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...................................................................................12

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...................................................15

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Section 7.04. Transfer to the Issuer............................................................................16

Section 7.05. Amendment.........................................................................................16

Section 7.06. Waivers...........................................................................................16

Section 7.07. Notices...........................................................................................16

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......................................................................................17

Section 7.14. Third Party Beneficiary...........................................................................18

Section 7.15. No Proceedings....................................................................................18

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Exhibit A Matters Addressed in Opinion of Seller's Counsel

Schedule A Schedule of Receivables

Schedule B Location of Receivable Files

Appendix A Definitions and Usage

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RECEIVABLES PURCHASE AGREEMENT dated as of _________, 200_ (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 200_-[ ],

a Delaware statutory trust (the "Issuer") pursuant to a Sale and Servicing

Agreement dated as of _________, 200_ (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 __________, as

Indenture Trustee (the "Indenture Trustee") pursuant to the Indenture dated as

of _________, 200_ (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 $_________________ (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 of a mere 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 Brown & Wood 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 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

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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 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