Common use of No Repossession Clause in Contracts

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Delaware Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Telephone: (000) 000-0000 Facsimile: (000) 000-0000 with copies to the Administrator, USAA Federal Savings Bank and the Indenture Trustee If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Attention: Xxxxxx Xxxxxxxxx If to the Indenture Trustee: U.S. Bank National Association 000 X. XxXxxxx Street, 7th Floor Chicago, Illinois 60603 Attention: USAA 2015-1 If to the Bank, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer If to the Seller: USAA Acceptance, LLC 0000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer 716542789 15481814 II-1 Schedule II to the Sale and Servicing Agreement If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II to the Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__], 2015 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29, 2015, between USAA Auto Owner Trust 2015-1, a Delaware statutory trust (the “Issuer”), USAA Acceptance, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings Bank, a federally chartered savings association (the “Bank”), and U.S. Bank National Association, a national banking association, as indenture trustee, on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer 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 Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCE, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Usaa Acceptance LLC), Sale and Servicing Agreement (USAA Auto Owner Trust 2015-1)

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No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxxx with copies to the Administrator, VW Credit, Inc. and the Indenture Trustee If to the Owner Trustee: Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxxx If to the Issuer Delaware Trustee: Citicorp Trust CompanyDelaware, National Association 000 Xxxxx Xxxxxx Xxxxxx00 Xxxxxxxxxx Xxxx, Xxxxx 0000 000 Xxxxxxxxxx, Xxxxxxxx 00000 AttentionIf to the Indenture Trustee: Corporate Deutsche Bank Trust Administration Company Americas c/o Deutsche Bank National Trust Company Structured Finance Services – Trust & Securities 100 Plaza One – XXXXX00-0000 Xxxxxx Xxxx, Xxx Xxxxxx 00000-0000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 with copies to the Administrator, USAA Federal Savings Bank and the Indenture Trustee Attention: Volkswagen Auto Loan Enhanced Trust 2013-2 If to the Owner TrusteePurchaser: Xxxxx Fargo Delaware Trust CompanyVolkswagen Auto Lease/Loan Underwritten Funding, National Association 000 Xxxxx Xxxxxx XxxxxxLLC 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: Virginia 20171 (telecopier no. (000) 000-0000 0000) Attention: Xxxxxx Xxxxxxxxx If to the Indenture Trustee: U.S. Bank National Association 000 X. XxXxxxx Street, 7th Floor Chicago, Illinois 60603 Attention: USAA 2015-1 If to the Bank, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer If to the Seller: USAA Acceptance, LLC 0000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer 716542789 15481814 II-1 Schedule II to the Sale and Servicing Agreement If to Moody’sServicer: Xxxxx’x Investors ServiceVW Credit, Inc. 7 World Trade Center 000 0000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxxx Drive Herndon, Xxx Xxxx 00000 Telecopier No.: Virginia 20171 (telecopier no. (000) 000-0000 0000) Attention: ABS Monitoring Group Treasurer with a copy to VW Credit, Inc. If to VCI: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VW Credit, Inc.: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: General Counsel If to Standard & Poor’s: Standard & Poor’s Ratings Rating Services, a Standard & Poor’s Financial Services LLC business 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (telecopier no. (000) 000-0000 0000) Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II If to the Fitch: Fitch Ratings, Inc. Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 (telecopier no. (000) 000-0000) Attention: Asset Backed Surveillance Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__]November 13, 2015 2013 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29November 13, 20152013, between USAA Volkswagen Auto Owner Loan Enhanced Trust 20152013-12, a Delaware statutory trust (the “Issuer”), USAA AcceptanceVolkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings BankVW Credit, Inc., a federally chartered savings association Delaware corporation (the BankVCI”), and U.S. Deutsche Bank National AssociationTrust Company Americas, a national New York banking association, as indenture trusteecorporation (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer without recourse (subject to the obligations in the Agreement) on the Closing DateNovember 13, 2013, all of its right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereofhereof (such schedule, the “Schedule of Receivables”), the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer of any obligation of the undersigned or the Originator to the Obligors Obligors, the Dealers 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. Sale and Servicing Agreement IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCEVOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the By: Name: Title: Sale and Servicing Agreement EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2013-2), Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2013-2)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X’Xxxxxx with copies to the Administrator, VW Credit, Inc., the Indenture Trustee If to the Owner Trustee: Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxxx If to the Issuer Delaware Trustee: Citigroup Trust Company— Delaware, National Association 000 Xxx Xxxxx Xxxxxx Xxx Xxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Xxxxxxx Xxxxx If to the Indenture Trustee: Deutsche Bank Trust Administration Company Americas c/o Deutsche Bank National Trust Company Structured Finance Services — Trust & Securities 100 Plaza One — XXXXX00-0000 Xxxxxx Xxxx, Xxx Xxxxxx 00000-0000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 with copies to the Administrator, USAA Federal Savings Bank and the Indenture Trustee Attention: Volkswagen Auto Loan Enhanced Trust 2011-1 If to the Owner TrusteePurchaser: Xxxxx Fargo Delaware Trust CompanyVolkswagen Auto Lease/Loan Underwritten Funding, National Association 000 Xxxxx Xxxxxx XxxxxxLLC 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: Virginia 20171 (telecopier no. (000) 000-0000 0000) Attention: Xxxxxx Xxxxxxxxx If to the Indenture Trustee: U.S. Bank National Association 000 X. XxXxxxx Street, 7th Floor Chicago, Illinois 60603 Attention: USAA 2015-1 If to the Bank, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer If to the Seller: USAA Acceptance, LLC 0000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer 716542789 15481814 II-1 Schedule II to the Sale and Servicing Agreement If to Moody’sthe Servicer: Xxxxx’x Investors ServiceVW Credit, Inc. 7 World Trade Center 000 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VCI: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VW Credit, Inc.: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: General Counsel If to Fitch: Fitch, Inc. Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (telecopier no. (000) 000-0000 0000) Attention: ABS Monitoring Group Asset Backed Surveillance If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (telecopier no. (000) 000-0000 0000) Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II to the Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__]March 30, 2015 2011 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29March 30, 20152011, between USAA Volkswagen Auto Owner Loan Enhanced Trust 20152011-1, a Delaware statutory trust (the “Issuer”), USAA AcceptanceVolkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings BankVW Credit, Inc., a federally chartered savings association Delaware corporation (the BankVCI”), and U.S. Deutsche Bank National AssociationTrust Company Americas, a national New York banking association, as indenture trusteecorporation (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer without recourse (subject to the obligations in the Agreement) on the Closing DateMarch 30, 2011, all of its right, title and interest in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereofhereof (such schedule, the “Schedule of Receivables”), the Collections after the Cut-Off Date, the Receivable Receivables Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer of any obligation of the undersigned or the Originator to the Obligors Obligors, the Dealers 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. Exhibit A to the Sale and Servicing Agreement IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCEVOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC By: Name: Title: 716542789 15481814 A-2 By: Name: Title: Exhibit A to the Sale and Servicing Agreement EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2011-1), Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2011-1)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Deutsche Bank Trust Company Delaware Trust Company, National Association 000 Xxxxx 0000 Xxxxxx XxxxxxXxxx, Xxxxx 0000 000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Telephone: XX 00000-0000 (telecopier no. (000) 000-0000 Facsimile0000) Attention: (000) 000Xxxxxxxxx Xxxxx, Volkswagen Auto Loan Enhanced Trust 2012-0000 1 with copies to the Administrator, USAA Federal Savings Bank VW Credit, Inc., and the Indenture Trustee If to the Owner Trustee: Xxxxx Fargo Deutsche Bank Trust Company Delaware Trust Company, National Association 000 Xxxxx 0000 Xxxxxx XxxxxxXxxx, Xxxxx 0000 000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: XX 00000-0000 (telecopier no. (000) 000-0000 0000) Attention: Xxxxxx Xxxxxxxxx Xxxxx with a copy to Deutsche Bank Trust Company Americas 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 (telecopier no. (000) 000-0000) Attention: Structured Finance Services If to the Indenture Trustee: U.S. Bank National Association Citibank, N.A. 000 X. XxXxxxx StreetXxxxxxxxx Xxxxxx, 7th Floor Chicago00xx Xxxxx Xxx Xxxx, Illinois 60603 Attention: USAA 2015-1 If to the Bank, the Servicer or the Administrator: USAA Federal Savings Bank Xxx Xxxx 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer Xxxxxxxxxx If to the SellerPurchaser: USAA AcceptanceVolkswagen Auto Lease/Loan Underwritten Funding, LLC 0000 Xxxxxxxxx XxxxXxxxxxx Drive Herndon, Virginia 20171 (telecopier no. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 (000) 000-0000) Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer 716542789 15481814 II-1 Schedule II to the Sale and Servicing Agreement If to the Servicer: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VCI: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VW Credit, Inc.: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: General Counsel If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II to the Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__], 2015 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29, 2015, between USAA Auto Owner Trust 2015-1, a Delaware statutory trust (the “Issuer”), USAA Acceptance, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings Bank, a federally chartered savings association (the “Bank”), and U.S. Bank National Association, a national banking association, as indenture trustee, on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer 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 Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCE, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:Inc.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2012-2), Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2012-2)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Delaware Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Telephone: (000) 000-0000 Facsimile: (000) 000-0000 with copies to the Administrator, USAA Federal Savings Bank and the Indenture Trustee If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Attention: Xxxxxx Xxxxxxxxx If to the Indenture Trustee: U.S. The Bank National Association of New York Mellon 000 X. XxXxxxx StreetXxxxxxx Xxxxxx, 7th Floor Chicago4 West New York, Illinois 60603 New York 10286 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration – USAA 20152012-1 If to the Bank, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Telecopier No.: (000) 000-0000 Attention: Xxxxx X. XxxxxxXxxx Broker, Vice President, Treasurer President If to the Seller: USAA Acceptance, LLC 0000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxx X. XxxxxxXxxx Broker, Vice President, Treasurer 716542789 15481814 II-1 Schedule II to the President Sale and Servicing Agreement Telephone: (000) 000-0000 If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II to the Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__], 2015 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29, 2015, between USAA Auto Owner Trust 2015-1, a Delaware statutory trust (the “Issuer”), USAA Acceptance, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings Bank, a federally chartered savings association (the “Bank”), and U.S. Bank National Association, a national banking association, as indenture trustee, on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer 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 Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCE, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:Inc.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2012-1), Sale and Servicing Agreement (USAA Auto Owner Trust 2012-1)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxxx with copies to the Administrator, VW Credit, Inc. and the Indenture Trustee If to the Owner Trustee: Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxxx If to the Issuer Delaware Trustee: Citicorp Trust CompanyDelaware, National Association 000 Xxxxx Xxxxxx Xxxxxx00 Xxxxxxxxxx Xxxx, Xxxxx 0000 000 Xxxxxxxxxx, Xxxxxxxx 00000 AttentionIf to the Indenture Trustee: Corporate Deutsche Bank Trust Administration Company Americas c/o Deutsche Bank National Trust Company Structured Finance Services – Trust & Securities 100 Plaza One – XXXXX00-0000 Xxxxxx Xxxx, Xxx Xxxxxx 00000-0000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 with copies to the Administrator, USAA Federal Savings Bank and the Indenture Trustee Attention: Volkswagen Auto Loan Enhanced Trust 2014-1 If to the Owner TrusteePurchaser: Xxxxx Fargo Delaware Trust CompanyVolkswagen Auto Lease/Loan Underwritten Funding, National Association 000 Xxxxx Xxxxxx XxxxxxLLC 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: Virginia 20171 (telecopier no. (000) 000-0000 0000) Attention: Xxxxxx Xxxxxxxxx If to the Indenture Trustee: U.S. Bank National Association 000 X. XxXxxxx Street, 7th Floor Chicago, Illinois 60603 Attention: USAA 2015-1 If to the Bank, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer If to the SellerServicer: USAA AcceptanceVW Credit, LLC Inc. 0000 Xxxxxxxxx XxxxXxxxxxx Drive Herndon, Virginia 20171 (telecopier no. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 (000) 000-0000) Attention: Xxxxx X. XxxxxxTreasurer with a copy to VW Credit, Vice PresidentInc. If to VCI: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer 716542789 15481814 II-1 Schedule II with a copy to the Sale and Servicing Agreement VW Credit, Inc. If to VW Credit, Inc.: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: General Counsel If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II to the Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__], 2015 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29, 2015, between USAA Auto Owner Trust 2015-1, a Delaware statutory trust (the “Issuer”), USAA Acceptance, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings Bank, a federally chartered savings association (the “Bank”), and U.S. Bank National Association, a national banking association, as indenture trustee, on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer 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 Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCE, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:Inc.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 708320802 14443670 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Delaware Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Telephone: (000) 000-0000 Facsimile: (000) 000-0000 with copies to the Administrator, USAA Federal Savings Bank and the Indenture Trustee If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Attention: Xxxxxx Xxxxxxxxx If to the Indenture Trustee: U.S. Bank National Association 000 X. XxXxxxx Street, 7th Floor Chicago, Illinois 60603 Attention: USAA 20152014-1 If to the Bank, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Telecopier No.: (000) 000-0000 Attention: Xxxxx X. XxxxxxXxxx Broker, Vice President, Treasurer President If to the Seller: USAA Acceptance, LLC 0000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxx X. XxxxxxXxxx Broker, Vice President, Treasurer 716542789 15481814 President Telephone: (000) 000-0000 708320802 14443670 II-1 Schedule II to the Sale and Servicing Agreement If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: Asset Backed Surveillance Group 716542789 15481814 708320802 14443670 II-2 Schedule II to the Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July February [__], 2015 2014 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29February 28, 20152014, between USAA Auto Owner Trust 20152014-1, a Delaware statutory trust (the “Issuer”), USAA Acceptance, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings Bank, a federally chartered savings association (the “Bank”), and U.S. Bank National Association, a national banking association, as indenture trustee, on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer 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 Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer 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. 708320802 14443670 A-1 Exhibit A to the Sale and Servicing Agreement IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCE, LLC By: Name: Title: 716542789 15481814 708320802 14443670 A-2 Exhibit A to the Sale and Servicing Agreement EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 2 contracts

Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2014-1), Sale and Servicing Agreement (Usaa Acceptance LLC)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Delaware Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Telephone: (000) 000-0000 Facsimile: (000) 000-0000 with copies to the Administrator, USAA Federal Savings Bank and the Indenture Trustee If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Attention: Xxxxxx Xxxxxxxxx If to the Indenture Trustee: U.S. The Bank National Association of New York Mellon 000 X. XxXxxxx StreetXxxxxxx Xxxxxx, 7th Floor Chicago4 West New York, Illinois 60603 New York 10286 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration – USAA 20152010-1 If to the Bank, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Telecopier No.: (000) 000-0000 Attention: Xxxxx X. XxxxxxXxxx Broker, Vice President, Treasurer President If to the Seller: USAA Acceptance, LLC 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Telecopier No.: (000) 000-0000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxx X. XxxxxxXxxx Broker, Vice President, Treasurer 716542789 15481814 President II-1 Schedule II to the Sale and Servicing Agreement If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II to the Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__]February 24, 2015 2010 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29February 24, 20152010, between USAA Auto Owner Trust 20152010-1, a Delaware statutory trust (the “Issuer”), USAA Acceptance, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings Bank, a federally chartered savings association (the “Bank”), and U.S. The Bank National Associationof New York Mellon, a national banking association, corporation organized under the laws of the State of New York as indenture trustee, on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer 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 Seller to the Issuer on the date hereof, the Collections on or after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCE, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 2 contracts

Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2010-1), Sale and Servicing Agreement (USAA Auto Owner Trust 2010-1)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X’Xxxxxx with copies to the Administrator, VW Credit, Inc., and the Indenture Trustee If to the Owner Trustee: Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxxx If to the Issuer Delaware Trustee: Citigroup Trust Company– Delaware, National Association 000 Xxx Xxxxx Xxxxxx Xxx Xxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Xxx Xxxxxxx If to the Indenture Trustee: Deutsche Bank Trust Administration Company Americas c/o Deutsche Bank National Trust Company Structured Finance Services – Trust & Securities 100 Plaza One – XXXXX00-0000 Xxxxxx Xxxx, Xxx Xxxxxx 00000-0000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 with copies to the Administrator, USAA Federal Savings Bank and the Indenture Trustee Attention: Volkswagen Auto Loan Enhanced Trust 2013-1 If to the Owner TrusteePurchaser: Xxxxx Fargo Delaware Trust CompanyVolkswagen Auto Lease/Loan Underwritten Funding, National Association 000 Xxxxx Xxxxxx XxxxxxLLC 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: Virginia 20171 (telecopier no. (000) 000-0000 0000) Attention: Xxxxxx Xxxxxxxxx If to the Indenture Trustee: U.S. Bank National Association 000 X. XxXxxxx Street, 7th Floor Chicago, Illinois 60603 Attention: USAA 2015-1 If to the Bank, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer If to the Seller: USAA Acceptance, LLC 0000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer 716542789 15481814 II-1 Schedule II to the Sale and Servicing Agreement If to the Servicer: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VCI: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VW Credit, Inc.: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: General Counsel If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II to the Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__], 2015 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29, 2015, between USAA Auto Owner Trust 2015-1, a Delaware statutory trust (the “Issuer”), USAA Acceptance, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings Bank, a federally chartered savings association (the “Bank”), and U.S. Bank National Association, a national banking association, as indenture trustee, on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer 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 Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCE, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:Inc.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2013-1), Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2013-1)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Delaware Trust CompanyCitibank, National Association N.A., 000 Xxxxx Xxxxxx XxxxxxXxxxxxxxx Xx. Xxx Xxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx Xxx Xxxx 00000 Attention: Corporate Agency & Trust Administration Telephone: (000) 000– VALET 2020-0000 Facsimile: (000) 000-0000 1 with copies to the Administrator, USAA Federal Savings Bank VW Credit, Inc., and the Indenture Trustee If to the Owner Trustee: Xxxxx Fargo Citibank, N.A., 000 Xxxxxxxxx Xx. Xxx Xxxx, Xxx Xxxx 00000 Attention: Agency & Trust – VALET 2020-1 If to the Issuer Delaware Trustee: Citicorp Trust CompanyDelaware, National Association 000 Xxxxx Xxxxxx Xxxxxx00 Xxxxxxxxxx Xxxx, Xxxxx 0000 000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Attention: Xxxxxx Xxxxxxxxx VALET 2020-1 If to the Indenture Trustee: U.S. Deutsche Bank National Association 000 Trust Company Americas 0000 X. XxXxxxx StreetXx. Xxxxxx Xxxxx Santa Ana, 7th Floor Chicago, Illinois 60603 California 92705 Attention: USAA 2015-1 Asset Backed Securities – VALET201 If to the BankPurchaser: Volkswagen Auto Lease/Loan Underwritten Funding, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx LLC 0000 Xxxxxxxxx Xxxxxxx San AntonioDrive Herndon, Texas 78288 Virginia 20171 (telecopier no. (000) 000-0000) Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer If to the SellerServicer: USAA AcceptanceVW Credit, LLC Inc. 0000 Xxxxxxxxx XxxxXxxxxxx Drive Herndon, Virginia 20171 (telecopier no. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 (000) 000-0000) Attention: Xxxxx X. XxxxxxTreasurer with a copy to VW Credit, Vice PresidentInc. If to VCI: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer 716542789 15481814 II-1 Schedule II with a copy to the Sale and Servicing Agreement VW Credit, Inc. If to VW Credit, Inc.: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: General Counsel If to Fitch: Fitch Ratings, Inc. 00 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (telecopier no. (000) 000-0000) Attention: Asset Backed Surveillance If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx Xxxxxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier NoIf to the Asset Representations Reviewer: Via electronic mail: XXXXxxxxxx@xxxxxxx.xxx And to: Xxxxxxx Fixed Income Services LLC 000 X. Xxxxxxxx Xxxx.: (000) 000-0000 , Xxxxx 000 Xxxxxxxx, Xxxxxxxx 00000 Attention: ABS Monitoring Group If to Standard & Poor’sVP, Surveillance Operations With a copy to: Standard & Poor’s Ratings Services 00 Covius Services, LLC 000 X. Xxxxxxxx Xxxx., Xxxxx Xxxxxx Xxx Xxxx000 Xxxxxxxx, Xxx Xxxx XX 00000 Telecopier No.: (000) 000-0000 Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II to the Sale and Servicing Agreement Legal Department Email: xxxxx@xxxxxx.xxx EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__], 2015 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29May 19, 20152020, between USAA Volkswagen Auto Owner Loan Enhanced Trust 20152020-1, a Delaware statutory trust (the “Issuer”), USAA AcceptanceVolkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings BankVW Credit, Inc., a federally chartered savings association Delaware corporation (the BankVCI”), and U.S. Deutsche Bank National AssociationTrust Company Americas, a national New York banking association, as indenture trusteecorporation (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer without recourse (subject to the obligations in the Agreement) on the Closing Date[ ], all of its right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer of any obligation of the undersigned or the Originator to the Obligors Obligors, the Dealers 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCEVOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement By: Name: Title: EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Delaware Trust CompanyCitibank, National Association N.A., 000 Xxxxx Xxxxxx XxxxxxXxxxxxxxx Xx. Xxx Xxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx Xxx Xxxx 00000 Attention: Corporate Agency & Trust Administration Telephone: (000) 000– VALET 2021-0000 Facsimile: (000) 000-0000 1 with copies to the Administrator, USAA Federal Savings Bank VW Credit, Inc., and the Indenture Trustee If to the Owner Trustee: Xxxxx Fargo Citibank, N.A., 000 Xxxxxxxxx Xx. Xxx Xxxx, Xxx Xxxx 00000 Attention: Agency & Trust – VALET 2021-1 If to the Issuer Delaware Trustee: Citicorp Trust CompanyDelaware, National Association 000 Xxxxx Xxxxxx Xxxxxx00 Xxxxxxxxxx Xxxx, Xxxxx 0000 000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Attention: Xxxxxx Xxxxxxxxx VALET 2021-1 If to the Indenture Trustee: U.S. Bank National Association 000 X. XxXxxxx Street, 7th Seventh Floor Chicago, Illinois 60603 Attention: USAA 2015Structured Finance/VALET 2021-1 If to the BankPurchaser: Volkswagen Auto Lease/Loan Underwritten Funding, the Servicer or the Administrator: USAA Federal Savings Bank LLC 0000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 (telecopier no. (000) 000-0000) Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer If to the SellerServicer: USAA AcceptanceVW Credit, LLC Inc. 0000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxx 00000 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VCI: VW Credit, Inc. 0000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VW Credit, Inc.: VW Credit, Inc. 0000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 (telecopier no. (000) 000-0000) Attention: General Counsel If to S&P: S&P Global Ratings 00 Xxxxx X. XxxxxxXxxxxx Xxx Xxxx, Vice President, Treasurer 716542789 15481814 II-1 Schedule II to the Sale and Servicing Agreement Xxx Xxxx 00000 (telecopier no. (000) 000-0000) Attention: Asset Backed Surveillance Group If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx Xxxxxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier NoIf to the Asset Representations Reviewer: Via electronic mail: XXXXxxxxxx@xxxxxxx.xxx And to: Xxxxxxx Fixed Income Services LLC 000 X. Xxxxxxxx Xxxx.: (000) 000-0000 , Xxxxx 000 Xxxxxxxx, Xxxxxxxx 00000 Attention: ABS Monitoring Group If to Standard & Poor’sVP, Surveillance Operations With a copy to: Standard & Poor’s Ratings Services 00 Covius Services, LLC 000 X. Xxxxxxxx Xxxx., Xxxxx Xxxxxx Xxx Xxxx000 Xxxxxxxx, Xxx Xxxx XX 00000 Telecopier No.: (000) 000-0000 Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II to the Sale and Servicing Agreement Legal Department Email: xxxxx@xxxxxx.xxx EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__], 2015 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29December 13, 20152021, between USAA Volkswagen Auto Owner Loan Enhanced Trust 20152021-1, a Delaware statutory trust (the “Issuer”), USAA AcceptanceVolkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings BankVW Credit, Inc., a federally chartered savings association Delaware corporation (the BankVCI”), and U.S. Bank National Association, a national banking association, as indenture trusteeassociation (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer without recourse (subject to the obligations in the Agreement) on the Closing Date[ ], all of its right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer of any obligation of the undersigned or the Originator to the Obligors Obligors, the Dealers 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCEVOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement By: Name: Title: EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Deutsche Bank Trust Company Delaware Trust Company, National Association 000 Xxxxx 0000 Xxxxxx Xxxxxx, Xxxxx 0000 000 Xxxxxxxxxx, Xxxxxxxx 00000 AttentionAttn: Corporate Trust Administration Telephone: (000) 000-0000 Facsimile: (000) 000-0000 VALET18 with copies to the Administrator, USAA Federal Savings Bank VW Credit, Inc., and the Indenture Trustee If to the Owner Trustee: Xxxxx Fargo Deutsche Bank Trust Company Delaware Trust Company, National Association 000 Xxxxx 0000 Xxxxxx Xxxxxx, Xxxxx 0000 000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.Attn: (000) 000VALET18 with a copy to Deutsche Bank National Trust Company 000 Xxxxx Xxx, XX: XXX00-0000 AttentionXxxxxx Xxxx, Xxx Xxxxxx 00000-0000 Attn: Xxxxxx Xxxxxxxxx VALET18 If to the Indenture Trustee: U.S. Bank National Association Citibank, N.A. 000 X. XxXxxxx StreetXxxxxxxxx Xx., 7th Floor ChicagoXxxxx 00 Xxx Xxxx, Illinois 60603 XX 00000 Attention: USAA 2015-1 Agency & Trust If to the Bank, the Servicer or the AdministratorPurchaser: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer If to the Seller: USAA AcceptanceVolkswagen Auto Lease/Loan Underwritten Funding, LLC 0000 Xxxxxxxxx XxxxXxxxxxx Drive Herndon, Virginia 20171 (telecopier no. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer 716542789 15481814 II-1 Schedule II to the Sale and Servicing Agreement If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 0000) Attention: ABS Monitoring Group Treasurer If to Standard & Poor’sthe Servicer: Standard & Poor’s VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VCI: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VW Credit, Inc.: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: General Counsel If to S&P: S&P Global Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (telecopier no. (000) 000-0000 0000) Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II If to Fitch: Fitch Ratings, Inc. 00 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (telecopier no. (000) 000-0000) Attention: Asset Backed Surveillance If to the Sale and Servicing Agreement Asset Representations Reviewer: Via electronic mail: XXXXxxxxxx@xxxxxxx.xxx And to: Xxxxxxx Fixed Income Services LLC 0000 Xxxxx Xxxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 Attn: SVP with a copy to: Xxxxxxx Fixed Income Services LLC, c/x Xxxxxxx Holdings LLC 0000 Xxxxxx Xxxxxx, Xxxx Xxxxx Xxxxx 0000 Xxxxxxxxxxxx, XX 00000 Attn: General Counsel EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__], 2015 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 293, 20152018, between USAA Volkswagen Auto Owner Loan Enhanced Trust 20152018-1, a Delaware statutory trust (the “Issuer”), USAA AcceptanceVolkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings BankVW Credit, Inc., a federally chartered savings Delaware corporation (“VCI”), and Citibank, N.A., a national banking association (the “BankIndenture Trustee”), and U.S. Bank National Association, a national banking association, as indenture trustee, on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer without recourse (subject to the obligations in the Agreement) on the Closing Date[ ], all of its right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer of any obligation of the undersigned or the Originator to the Obligors Obligors, the Dealers 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCEVOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement By: Name: Title: EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Delaware U.S. Bank Trust Company, National Association 000 Xxxxx 1000 Xxxxxx XxxxxxXxxx, Xxxxx 0000 Xxxxxxxxxx000 Wilmington, Xxxxxxxx 00000 DE 19805 Attention: Corporate Structured Finance/VALET 2023-2 with a copy to U.S. Bank Trust Administration TelephoneNational Association 100 X. XxXxxxx Street, Seventh Floor Chicago, Illinois 60603 Attention: (000) 000Structured Finance/VALET 2023-0000 Facsimile: (000) 000-0000 2 and with copies to the Administrator, USAA Federal Savings Bank VCI, and the Indenture Trustee If to the Owner Trustee: Xxxxx Fargo Delaware U.S. Bank Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Attention: Xxxxxx Xxxxxxxxx If to the Indenture Trustee: U.S. Bank National Association 000 100 X. XxXxxxx Street, 7th Seventh Floor Chicago, Illinois 60603 Attention: USAA 2015Structured Finance/VALET 2023-1 2 If to the BankIndenture Trustee: Citibank, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San AntonioN.A., Texas 78288 300 Xxxxxxxxx Xx. New York, New York 10013 Attention: Agency & Trust – VALET 2023-2 If to the Intermediary: Citibank, N.A. 300 Xxxxxxxxx Xxxxxx New York, New York, 10013 Attention: Agency & Trust VALET 2023-2 If to the Purchaser: Volkswagen Auto Lease/Loan Underwritten Funding, LLC 1000 Xxxxxxxxxxx Xxx, Xxxxx X. 0000 Xxxxxx, Vice President, Xxxxxxxx 00000 (telecopier no. (000) 000-0000) Attention: Treasurer If to the SellerServicer: USAA AcceptanceVW Credit, LLC 0000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxx XxxxxxxInc. 1000 Xxxxxxxxxxx Xxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VCI If to VCI: VW Credit, Inc. 1000 Xxxxxxxxxxx Xxx, Xxxxx X. 0000 Xxxxxx, Vice PresidentXxxxxxxx 00000 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to: VW Credit, Treasurer 716542789 15481814 II-1 Schedule II to the Sale and Servicing Agreement Inc. 1000 Xxxxxxxxxxx Xxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 (telecopier no. (000) 000-0000) Attention: General Counsel If to Moody’s: Xxxxx’x Mxxxx’x Investors Service, Inc. 7 World Trade Center 000 100 Xxxxxxxx New York, New York 10005 If to Fitch: Fitch Ratings, Inc. 30 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier NoFax no.: (000) 000-0000 Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II If to the Sale and Servicing Agreement Asset Representations Reviewer: Via electronic mail: AXXXxxxxxx@xxxxxxx.xxx And to: Cxxxxxx Fixed Income Services LLC 700 X. Xxxxxxxx Xxxx., Xxxxx 000 Glendale, Colorado 80246 Attention: VP, Surveillance Operations With a copy to: Covius Services, LLC 700 X. Xxxxxxxx Xxxx., Xxxxx 000 Glendale, CO 80246 Attention: Legal Department Email: lxxxx@xxxxxx.xxx EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__], 2015 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29November 21, 20152023, between USAA Volkswagen Auto Owner Loan Enhanced Trust 20152023-12, a Delaware statutory trust (the “Issuer”), USAA AcceptanceVolkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings BankVW Credit, Inc., a federally chartered savings Delaware corporation (“VCI”), and Citibank, N.A., a national banking association (the “BankIndenture Trustee”), and U.S. Bank National Association, a national banking association, as indenture trustee, on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer without recourse (subject to the obligations in the Agreement) on the Closing DateNovember 21, 2023, all of its right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer of any obligation of the undersigned or the Originator to the Obligors Obligors, the Dealers 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCEVOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement By: Name: Title: EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Delaware Citibank, N.A., 000 Xxxxxxxxx Xx. Xxx Xxxx, Xxx Xxxx 00000 Attn: Agency & Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Telephone: (000) 000-0000 Facsimile: (000) 000-0000 with copies to the Administrator, USAA Federal Savings Bank VW Credit, Inc., and the Indenture Trustee If to the Owner Trustee: Xxxxx Fargo Citibank, N.A., 000 Xxxxxxxxx Xx. Xxx Xxxx, Xxx Xxxx 00000 Attention: Agency & Trust If to the Issuer Delaware Trustee: Citicorp Trust CompanyDelaware, National Association 000 Xxxxx Xxxxxx Xxxxxx00 Xxxxxxxxxx Xxxx, Xxxxx 0000 000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Attention: Xxxxxx Xxxxxxxxx If to the Indenture Trustee: U.S. Deutsche Bank Trust Company Americas 00 Xxxx Xxxxxx, XX XXX00-0000 Xxx Xxxx, Xxx Xxxx 00000 Attn: VALET182 with a copy to: Deutsche Bank National Association Trust Company 000 X. XxXxxxx StreetXxxxx Xxx, 7th Floor ChicagoXX: XXX00-0000 Xxxxxx Xxxx, Illinois 60603 AttentionXxx Xxxxxx 00000-0000 Attn: USAA 2015-1 VALET182 If to the BankPurchaser: Volkswagen Auto Lease/Loan Underwritten Funding, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx LLC 0000 Xxxxxxxxx Xxxxxxx San AntonioDrive Herndon, Texas 78288 Virginia 20171 (telecopier no. (000) 000-0000) Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer If to the SellerServicer: USAA AcceptanceVW Credit, LLC Inc. 0000 Xxxxxxxxx XxxxXxxxxxx Drive Herndon, Virginia 20171 (telecopier no. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VCI: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VW Credit, Inc.: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: General Counsel If to S&P: S&P Global Ratings 00 Xxxxx X. XxxxxxXxxxxx Xxx Xxxx, Vice President, Treasurer 716542789 15481814 II-1 Schedule II to the Sale and Servicing Agreement Xxx Xxxx 00000 (telecopier no. (000) 000-0000) Attention: Asset Backed Surveillance Group If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx Xxxxxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: ABS Monitoring Group If to Standard & Poor’sthe Asset Representations Reviewer: Standard & Poor’s Ratings Via electronic mail: XXXXxxxxxx@xxxxxxx.xxx And to: Xxxxxxx Fixed Income Services 00 LLC 0000 Xxxxx Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attn: SVP with a copy to: Xxxxxxx Fixed Income Services LLC, c/x Xxxxxxx Holdings LLC 0000 Xxxxxx Xxx XxxxXxxxxx, Xxx Xxxx 00000 Telecopier No.Xxxxx Xxxxx 0000 Xxxxxxxxxxxx, Pennsylvania 19102 Attn: (000) 000-0000 Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II to the Sale and Servicing Agreement General Counsel EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__], 2015 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29November 21, 20152018, between USAA Volkswagen Auto Owner Loan Enhanced Trust 20152018-12, a Delaware statutory trust (the “Issuer”), USAA AcceptanceVolkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings BankVW Credit, Inc., a federally chartered savings association Delaware corporation (the BankVCI”), and U.S. Deutsche Bank National AssociationTrust Company Americas, a national New York banking association, as indenture trusteecorporation (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer without recourse (subject to the obligations in the Agreement) on the Closing Date[ ], all of its right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer of any obligation of the undersigned or the Originator to the Obligors Obligors, the Dealers 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCEVOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement By: Name: Title: EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Deutsche Bank Trust Company Delaware Trust Company0000 Xxxxxx Xxxx, National Association 000 0xx Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Telephone: (telecopier no. (000) 000-0000 Facsimile0000) Attention: (000) 000-0000 Xxxxxxxxx Xxxxx with copies to the Administrator, USAA Federal Savings Bank and VW Credit, Inc., the Indenture Trustee If to the Owner Trustee: Deutsche Bank Trust Company Delaware 0000 Xxxxxx Xxxx, 0xx Xxxxx Fargo Delaware Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: (telecopier no. (000) 000-0000 0000) Attention: Xxxxxx Xxxxxxxxx Xxxxx with a copy to: Deutsche Bank Trust Company Americas 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 (telecopier no. (000) 000-0000) Attention: Structured Finance Services If to the Indenture Trustee: U.S. Bank National Association Citibank, N.A. 000 X. XxXxxxx StreetXxxxxxxxx Xxxxxx, 7th Floor Chicago00xx Xxxxx Xxx Xxxx, Illinois 60603 Xxx Xxxx 00000 (telecopier no. (000) 000-0000) Attention: USAA 2015-1 Administrator If to the Bank, the Servicer or the AdministratorPurchaser: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer If to the Seller: USAA AcceptanceVolkswagen Auto Lease/Loan Underwritten Funding, LLC 0000 Xxxxxxxxx XxxxXxxxxxx Drive Herndon, Virginia 20171 (telecopier no. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 (000) 000-0000) Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer 716542789 15481814 II-1 Schedule II to the Sale and Servicing Agreement If to the Servicer: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VCI: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VW Credit, Inc.: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: General Counsel If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx 00 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (telecopier no. (000) 000-0000 0000) Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (telecopier no. (000) 000-0000 0000) Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II to the Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__]May 9, 2015 2008 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29May 9, 20152008, between USAA Volkswagen Auto Owner Loan Enhanced Trust 20152008-1, a Delaware statutory trust (the “Issuer”), USAA AcceptanceVolkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings BankVW Credit, Inc., a federally chartered savings Delaware corporation (“VCI”), and Citibank, N.A., a national banking association (the “BankIndenture Trustee”), and U.S. Bank National Association, a national banking association, as indenture trustee, on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer without recourse (subject to the obligations in the Agreement) on the Closing DateMay 9, 2008, all of its right, title and interest in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereofhereof (such schedule, the “Schedule of Receivables”), the Collections after the Cut-Off Date, the Receivable Receivables Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer of any obligation of the undersigned or the applicable Originator to the Obligors Obligors, the Dealers 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. Exhibit A to the Sale and Servicing Agreement IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCEVOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC By: Name: Title: 716542789 15481814 A-2 By: Name: Title: Exhibit A to the Sale and Servicing Agreement EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 1 contract

Samples: Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2008-1)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Delaware Trust Company, National Association Company 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Telephone: (000) 000-0000 Facsimile: (000) 000-0000 with copies to the Administrator, USAA Federal Savings Bank and the Indenture Trustee If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, National Association Company 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Attention: Xxxxxx Xxxxxxxxx If to the Indenture Trustee: U.S. The Bank National Association of New York Mellon 000 X. XxXxxxx StreetXxxxxxx Xxxxxx, 7th Floor Chicago4 West New York, Illinois 60603 New York 10286 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration – USAA 20152008-1 3 If to the Bank, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Telecopier No.: (000) 000-0000 Attention: Xxxxx X. XxxxxxXxxx Broker, Vice President, Treasurer President If to the Seller: USAA Acceptance, LLC 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Telecopier No.: (000) 000-0000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxx X. XxxxxxXxxx Broker, Vice President, Treasurer 716542789 15481814 II-1 Schedule II to the Sale and Servicing Agreement President If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II to the Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__]23, 2015 2008 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 2923, 20152008, between USAA Auto Owner Trust 20152008-13, a Delaware statutory trust (the “Issuer”), USAA Acceptance, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings Bank, a federally chartered savings association (the “Bank”), and U.S. The Bank National Associationof New York Mellon, a national banking association, corporation organized under the laws of the State of New York as indenture trustee, on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer 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 Seller to the Issuer on the date hereof, the Collections on or after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCE, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 1 contract

Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2008-3)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Delaware Trust CompanyCitibank, National Association 000 Xxxxx Xxxxxx N.A. 388 Xxxxxxxxx Xxxxxx, 00xx Xxxxx 0000 XxxxxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 AttentionXxtention: Corporate Trust Administration Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxx Xxxxxxxxxx with copies to the Administrator, USAA Federal Savings Bank VW Credit, Inc. and the Indenture Trustee If to the Owner Trustee: Citibank, N.A. 388 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Fargo Xxx Xxxx, Xxx Xxxx 00000 Xxtention: Xxxxx Xxxxxxxxxx If to the Issuer Delaware Trustee: Citicorp Trust CompanyDelaware, National Association 000 Xxxxx Xxxxxx Xxxxxx20 Mxxxxxxxxx Xxxx, Xxxxx 0000 000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.Xx to the Indenture Trustee: Deutsche Bank Trust Company Americas c/o Deutsche Bank National Trust Company Institutional Cash Securities Services 100 Plaza One – MSJCX00-0000 Xxxxxx Xxxx, Xxx Xxxxxx 00000-0000 Telephone: (000) 000-0000 Attention: Xxxxxx Xxxxxxxxx Volkswagen Auto Loan Enhanced Trust 2014-2 If to the Indenture TrusteePurchaser: U.S. Bank National Association 000 X. XxXxxxx Street, 7th Floor Chicago, Illinois 60603 Attention: USAA 2015-1 If to the Bank, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer If to the Seller: USAA AcceptanceVolkswagen Auto Lease/Loan Underwritten Funding, LLC 0000 2200 Xxxxxxxxx XxxxXxxxxxx Drive Herndon, Virginia 20171 (telecopier no. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer 716542789 15481814 II-1 Schedule II to the Sale and Servicing Agreement If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 0000) Attention: ABS Monitoring Group Treasurer If to Servicer: Sale and Servicing Agreement VW Credit, Inc. 2200 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VCI: VW Credit, Inc. 2200 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VW Credit, Inc.: VW Credit, Inc. 2200 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: General Counsel If to Standard & Poor’s: Standard & Poor’s Ratings Rating Services, a Standard & Poor’s Financial Services 00 Xxxxx LLC business 55 Wxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (xelecopier no. (000) 000-0000 0000) Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II If to the Fitch: Fitch Ratings, Inc. 33 Wxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (xelecopier no. (000) 000-0000) Attention: Asset Backed Surveillance Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__]October 22, 2015 2014 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29October 22, 20152014, between USAA Volkswagen Auto Owner Loan Enhanced Trust 20152014-12, a Delaware statutory trust (the “Issuer”), USAA AcceptanceVolkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings BankVW Credit, Inc., a federally chartered savings association Delaware corporation (the BankVCI”), and U.S. Deutsche Bank National AssociationTrust Company Americas, a national New York banking association, as indenture trusteecorporation (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer without recourse (subject to the obligations in the Agreement) on the Closing DateOctober 22, 2014, all of its right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereofhereof (such schedule, the “Schedule of Receivables”), the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer of any obligation of the undersigned or the Originator to the Obligors Obligors, the Dealers 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. Sale and Servicing Agreement IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCEVOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the By: Name: Title: Sale and Servicing Agreement EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 1 contract

Samples: Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2014-2)

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No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Delaware Trust Company, National Association Company 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Telephone: (000) 000-0000 Facsimile: (000) 000-0000 with copies to the Administrator, USAA Federal Savings Bank and the Indenture Trustee If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, National Association Company 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Attention: Xxxxxx Xxxxxxxxx If to the Indenture Trustee: U.S. The Bank National Association of New York Mellon 000 X. XxXxxxx StreetXxxxxxx Xxxxxx, 7th Floor Chicago4 West New York, Illinois 60603 New York 10286 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration – USAA 20152009-1 If to the Bank, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Telecopier No.: (000) 000-0000 Attention: Xxxxx X. XxxxxxXxxx Broker, Vice President, Treasurer President If to the Seller: USAA Acceptance, LLC 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Telecopier No.: (000) 000-0000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxx X. XxxxxxXxxx Broker, Vice President, Treasurer 716542789 15481814 II-1 Schedule II to the Sale and Servicing Agreement President If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II to the Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__]April 22, 2015 2009 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29April 22, 20152009, between USAA Auto Owner Trust 20152009-1, a Delaware statutory trust (the “Issuer”), USAA Acceptance, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings Bank, a federally chartered savings association (the “Bank”), and U.S. The Bank National Associationof New York Mellon, a national banking association, corporation organized under the laws of the State of New York as indenture trustee, on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer 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 Seller to the Issuer on the date hereof, the Collections on or after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCE, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 1 contract

Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2009-1)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Delaware Trust CompanyCitibank, National Association N.A., 000 Xxxxx Xxxxxx XxxxxxXxxxxxxxx Xx. New York, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 New York 10013 Attention: Corporate Agency & Trust Administration Telephone: (000) 000– VALET 2023-0000 Facsimile: (000) 000-0000 1 with copies to the Administrator, USAA Federal Savings Bank VCI, and the Indenture Trustee If to the Owner Trustee: Xxxxx Fargo Citibank, N.A., 000 Xxxxxxxxx Xx. New York, New York 10013 Attention: Agency & Trust – VALET 2023-1 If to the Issuer Delaware Trustee: Citicorp Trust CompanyDelaware, National Association 000 Xxxxx Xxxxxx Xxxxxx20 Xxxxxxxxxx Xxxx, Xxxxx 0000 000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Attention: Xxxxxx Xxxxxxxxx VALET 2023-1 If to the Indenture Trustee: U.S. Bank Trust Company, National Association 000 190 X. XxXxxxx Street, 7th Seventh Floor Chicago, Illinois 60603 Attention: USAA 2015Structured Finance/VALET 2023-1 If to the BankIntermediary: U.S. Bank National Association 190 X. XxXxxxx Street, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San AntonioSeventh Floor Chicago, Texas 78288 Illinois 60603 Attention: Xxxxx X. XxxxxxStructured Finance/VALET 2023-1 If to the Purchaser: Volkswagen Auto Lease/Loan Underwritten Funding, Vice PresidentLLC 2200 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 (telecopier no. (000) 000-0000) Attention: Treasurer If to the SellerServicer: USAA AcceptanceVW Credit, LLC 0000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxx Inc. 2200 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxx 00000 (telecopier no. (000) 000-0000) Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer 716542789 15481814 II-1 Schedule II with a copy to the Sale and Servicing Agreement VCI If to Moody’sVCI: Xxxxx’x Investors ServiceVW Credit, Inc. 7 World Trade Center 000 2200 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to: VW Credit, Inc. 2200 Xxxxxxxx Xxxxxx Xxxxxx Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: General Counsel If to S&P: S&P Global Ratings 55 Xxxxx Xxxxxx New York, New York 10041 (telecopier no. (000) 000-0000) Attention: Asset Backed Surveillance Group If to Fitch: Fitch Ratings, Inc. 33 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier NoXax no.: (000) 000-0000 Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II If to the Sale and Servicing Agreement Asset Representations Reviewer: Via electronic mail: XXXXxxxxxx@xxxxxxx.xxx And to: Xxxxxxx Fixed Income Services LLC 720 X. Xxxxxxxx Xxxx., Xxxxx 000 Glendale, Colorado 80246 Attention: VP, Surveillance Operations With a copy to: Covius Services, LLC 720 X. Xxxxxxxx Xxxx., Xxxxx 000 Glendale, CO 80246 Attention: Legal Department Email: xxxxx@xxxxxx.xxx EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__], 2015 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29June 13, 20152023, between USAA Volkswagen Auto Owner Loan Enhanced Trust 20152023-1, a Delaware statutory trust (the “Issuer”), USAA AcceptanceVolkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings BankVW Credit, Inc., a federally chartered savings association Delaware corporation (the BankVCI”), and U.S. Bank Trust Company, National Association, a national banking association, as indenture trusteeassociation (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer without recourse (subject to the obligations in the Agreement) on the Closing DateJune 13, 2023, all of its right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer of any obligation of the undersigned or the Originator to the Obligors Obligors, the Dealers 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCEVOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement By: Name: Title: EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:B

Appears in 1 contract

Samples: Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Deutsche Bank Trust Company Delaware Trust Company0000 Xxxxxx Xxxx, National Association 000 0xx Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Telephone: (telecopier no. (000) 000-0000 Facsimile0000) Attention: (000) 000-0000 Xxxxxxxxx Xxxxx with copies to the Administrator, USAA Federal Savings Bank and VW Credit, Inc., the Indenture Trustee If to the Owner Trustee: Deutsche Bank Trust Company Delaware 0000 Xxxxxx Xxxx, 0xx Xxxxx Fargo Delaware Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: (telecopier no. (000) 000-0000 0000) Attention: Xxxxxx Xxxxxxxxx Xxxxx with a copy to: Deutsche Bank Trust Company Americas 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 (telecopier no. (000) 000-0000) Attention: Structured Finance Services If to the Indenture Trustee: U.S. Bank National Association Citibank, N.A. 000 X. XxXxxxx StreetXxxxxxxxx Xxxxxx, 7th Floor Chicago00xx Xxxxx Xxx Xxxx, Illinois 60603 Xxx Xxxx 00000 (telecopier no. (000) 000-0000) Attention: USAA 2015-1 Administrator If to the BankPurchaser: Volkswagen Auto Lease/Loan Underwritten Funding, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx LLC 0000 Xxxxxxxxx Xxxxxxx San AntonioDrive Herndon, Texas 78288 Virginia 20171 (telecopier no. (000) 000-0000) Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer If to the SellerServicer: USAA AcceptanceVW Credit, LLC Inc. 0000 Xxxxxxxxx XxxxXxxxxxx Drive Herndon, Virginia 20171 (telecopier no. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 (000) 000-0000) Attention: Xxxxx X. XxxxxxTreasurer with a copy to VW Credit, Vice PresidentInc. If to VCI: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer 716542789 15481814 II-1 Schedule II with a copy to the Sale and Servicing Agreement VW Credit, Inc. If to VW Credit, Inc.: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: General Counsel If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx 00 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (telecopier no. (000) 000-0000 0000) Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (telecopier no. (000) 000-0000 0000) Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II to the Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__]December 29, 2015 2008 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July December 29, 20152008, between USAA Volkswagen Auto Owner Loan Enhanced Trust 20152008-12, a Delaware statutory trust (the “Issuer”), USAA AcceptanceVolkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings BankVW Credit, Inc., a federally chartered savings Delaware corporation (“VCI”), and Citibank, N.A., a national banking association (the “BankIndenture Trustee”), and U.S. Bank National Association, a national banking association, as indenture trustee, on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer without recourse (subject to the obligations in the Agreement) on the Closing DateDecember 29, 2008, all of its right, title and interest in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereofhereof (such schedule, the “Schedule of Receivables”), the Collections after the Cut-Off Date, the Receivable Receivables Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer of any obligation of the undersigned or the applicable Originator to the Obligors Obligors, the Dealers 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCEVOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement By: Name: Title: EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 1 contract

Samples: Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2008-2)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: Fifth Third Auto Trust 20[ ]-[ ] c/o Wells Fargo Delaware Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 [ ] [ ] [ ] Facsimile no. [ ] Attention: Corporate Trust Administration Telephone: (000) 000-0000 Facsimile: (000) 000-0000 [ ] with copies to the Administrator, USAA Federal Savings Bank Fifth Third Bank, an Ohio banking corporation and the Indenture Trustee If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 [ ] [ ] [ ] Facsimile no. [ ] Attention: Xxxxxx Xxxxxxxxx [ ] If to the Indenture Trustee: U.S. Bank National Association 000 X. XxXxxxx Street, 7th Floor Chicago, Illinois 60603 [ ] [ ] [ ] Facsimile no. [ ] Attention: USAA 2015-1 [ ] If to Seller: Fifth Third Holdings Funding LLC 0000 Xxxx Xxxx Tower 1, 9th Floor Xxxxxxx Xxxxxxx, Xxxxxxxx 00000 Facsimile no. [ ] Attention: [ ] If to the Bank, the Servicer or the AdministratorSponsor: USAA Federal Savings Fifth Third Bank 00 Xxxxxxxx Xxxxxx Xxxxx Xxxxxxxxxx, Xxxx 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Facsimile no. [ ] Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer If to the Seller: USAA Acceptance, LLC 0000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer 716542789 15481814 II-1 Schedule II to the Sale and Servicing Agreement [ ] If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx 00 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: Facsimile no. (000) 000-0000 Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: Facsimile no. (000) 000-0000 Attention: Asset Backed Surveillance Group 716542789 15481814 If to Fitch: Fitch Inc. Xxx Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Asset-Backed Securities Group II-2 Schedule II to the Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__], 2015 [ ] For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29, 2015[ ], between USAA Fifth Third Auto Owner Trust 201520[ ]-1[ ], a Delaware statutory trust (the “Issuer”), USAA AcceptanceFifth Third Holdings Funding, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings Fifth Third Bank, a federally chartered savings association an Ohio banking corporation (the “Ohio Bank”), and U.S. Bank National Association[ ], a national banking association, as indenture trustee[ ] (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer 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 Seller to the Issuer on the date hereofhereof (such schedule, the “Schedule of Receivables”), the Collections after the Cut-Off Date, the Receivable Receivables Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer of any obligation of the undersigned or the Originator to the Obligors Obligors, the Dealers 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCEFIFTH THIRD HOLDINGS FUNDING, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 1 contract

Samples: Sale and Servicing Agreement (Fifth Third Holdings Funding, LLC)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Delaware Trust Company, National Association Company 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Telephone: (000) 000-0000 Facsimile: (000) 000-0000 with copies to the Administrator, USAA Federal Savings Bank and the Indenture Trustee If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, National Association Company 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Attention: Xxxxxx Xxxxxxxxx If to the Indenture Trustee: U.S. The Bank National Association of New York Mellon 000 X. XxXxxxx StreetXxxxxxx Xxxxxx, 7th Floor Chicago4 West New York, Illinois 60603 New York 10286 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration – USAA 20152009-1 2 If to the Bank, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Telecopier No.: (000) 000-0000 Attention: Xxxxx X. XxxxxxXxxx Broker, Vice President, Treasurer President If to the Seller: USAA Acceptance, LLC 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Telecopier No.: (000) 000-0000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxx X. XxxxxxXxxx Broker, Vice President, Treasurer 716542789 15481814 II-1 Schedule II to the Sale and Servicing Agreement President If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II to the Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__]November 13, 2015 2009 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29November 13, 20152009, between USAA Auto Owner Trust 20152009-12, a Delaware statutory trust (the “Issuer”), USAA Acceptance, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings Bank, a federally chartered savings association (the “Bank”), and U.S. The Bank National Associationof New York Mellon, a national banking association, corporation organized under the laws of the State of New York as indenture trustee, on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer 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 Seller to the Issuer on the date hereof, the Collections on or after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCE, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 1 contract

Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2009-2)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Deutsche Bank Trust Company Delaware Trust Company1000 Xxxxxx Xxxx, National Association 000 0xx Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Telephone: (telecopier no. (000) 000-0000 Facsimile0000) Attention: (000) 000-0000 Exxxxxxxx Xxxxx with copies to the Administrator, USAA Federal Savings Bank and VW Credit, Inc., the Indenture Trustee If to the Owner Trustee: Deutsche Bank Trust Company Delaware 1000 Xxxxxx Xxxx, 0xx Xxxxx Fargo Delaware Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: (telecopier no. (000) 000-0000 0000) Attention: Xxxxxx Xxxxxxxxx Exxxxxxxx Xxxxx with a copy to: Deutsche Bank Trust Company Americas 60 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 (telecopier no. (000) 000-0000) Attention: Structured Finance Services If to the Indenture Trustee: U.S. Bank National Association 000 X. XxXxxxx StreetCitibank, 7th Floor ChicagoN.A. 300 Xxxxxxxxx Xxxxxx, Illinois 60603 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 (telecopier no. (000) 000-0000) Attention: USAA 2015-1 Administrator If to the BankPurchaser: 3000 Xxxxxx Xxxx Auburn Hills, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Michigan 48326 (telecopier no. (000) 000-0000) Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer If to the SellerServicer: USAA Acceptance3000 Xxxxxx Xxxx Auburn Hills, LLC 0000 Xxxxxxxxx XxxxMichigan 48326 (telecopier no. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 (000) 000-0000) Attention: Xxxxx X. XxxxxxTreasurer with a copy to VW Credit, Vice PresidentInc. If to VCI: 3000 Xxxxxx Xxxx Auburn Hills, Michigan 48326 (telecopier no. (000) 000-0000) Attention: Treasurer 716542789 15481814 II-1 Schedule II with a copy to the Sale and Servicing Agreement VW Credit, Inc. If to VW Credit, Inc.: 3000 Xxxxxx Xxxx Auburn Hills, Michigan 48326 (telecopier no. (000) 000-0000) Attention: General Counsel If to Moody’s: Xxxxx’x Mxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx 90 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (telecopier no. (000) 000-0000 0000) Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 50 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (telecopier no. (000) 000-0000 0000) Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II to the Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__], 2015 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29November 16, 20152005, between USAA Volkswagen Auto Owner Loan Enhanced Trust 20152005-1, a Delaware statutory trust (the “Issuer”), USAA AcceptanceVolkswagen Public Auto Loan Securitization, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings BankVW Credit, Inc., a federally chartered savings Delaware corporation (“VCI”), and Citibank, N.A., a national banking association (the “BankIndenture Trustee”), and U.S. Bank National Association, a national banking association, as indenture trustee, on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer without recourse (subject to the obligations in the Agreement) on the Closing DateNovember 16, 2005, all of its right, title and interest in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereofhereof (such schedule, the “Schedule of Receivables”), and the Collections after the Cut-Off Date, the Receivable Files Date and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer of any obligation of the undersigned or the Originator to the Obligors Obligors, insurers 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above writtenNovember 16, 2005. USAA ACCEPTANCEVOLKSWAGEN PUBLIC AUTO LOAN SECURITIZATION, LLC By: :__________________ Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement By:__________________ Name: Title: EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 1 contract

Samples: Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2005-1)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: Banc of America Auto Securities Trust 20[ ]-[ ] c/o Wells Fargo Delaware Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 [ ] [ ] [ ] Facsimile no. [ ] Attention: Corporate Trust Administration Telephone: (000) 000-0000 Facsimile: (000) 000-0000 [ ] with copies to the Administrator, USAA Federal Savings Bank of America, National Association and the Indenture Trustee If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 [ ] [ ] [ ] Facsimile no. [ ] Attention: Xxxxxx Xxxxxxxxx [ ] If to the Indenture Trustee: U.S. Bank [ ] [ ] [ ] Facsimile no. [ ] Attention: [ ] If to Seller: BAS Securitization LLC 000 Xxxxx Xxxxx Xxxxxx Charlotte, North Carolina 28258 Facsimile no. [ ] Attention: [ ] If to the Servicer: Banc of America, National Association 000 X. XxXxxxx StreetXxxxx Xxxxx Xxxxxx Charlotte, 7th Floor Chicago, Illinois 60603 Attention: USAA 2015-1 If to the Bank, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer If to the Seller: USAA Acceptance, LLC 0000 Xxxxxxxxx XxxxNorth Carolina 28258 Facsimile no. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer 716542789 15481814 II-1 [ ] Schedule II to the Sale and Servicing Agreement Attention: [ ] If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx 00 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: Facsimile no. (000) 000-0000 Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: Facsimile no. (000) 000-0000 Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 If to Fitch: Fitch Inc. Xxx Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Asset-Backed Securities Group Schedule II to the Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__], 2015 [ ] For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29, 2015[ ], between USAA Banc of America Auto Owner Securities Trust 201520[ ]-1[ ], a Delaware statutory trust (the “Issuer”), USAA Acceptance, BAS Securitization LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings BankBank of America, a federally chartered savings association (the “Bank”), and U.S. Bank National Association, a national banking associationassociation (“BANA”), as indenture trusteeand [ ], a [ ] (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer 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 Seller to the Issuer on the date hereofhereof (such schedule, the “Schedule of Receivables”), the Collections after the Cut-Off Date, the Receivable Receivables Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer of any obligation of the undersigned or the Originator to the Obligors Obligors, the Dealers 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. Exhibit A to the Sale and Servicing Agreement IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCE, BAS SECURITIZATION LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 1 contract

Samples: Sale and Servicing Agreement (Bas Securitization LLC)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: Citizens Auto Loan Trust 20[ ]-[ ] c/o Wells Fargo Delaware Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 [ ] [ ] [ ] Facsimile no. [ ] Attention: Corporate Trust Administration Telephone: (000) 000-0000 Facsimile: (000) 000-0000 [ ] with copies to the Administrator, USAA Federal Savings Bank Citizens Automobile Finance, Inc. and the Indenture Trustee If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 [ ] [ ] [ ] Facsimile no. [ ] Attention: Xxxxxx Xxxxxxxxx [ ] If to the Indenture Trustee: U.S. Bank National Association 000 X. XxXxxxx Street, 7th Floor Chicago, Illinois 60603 [ ] [ ] [ ] Facsimile no. [ ] Attention: USAA 2015-1 [ ] If to Seller: Citizens Auto Receivables, LLC 000 Xxxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxx Xxxxxx 00000 Facsimile no. [ ] Attention: [ ] If to the BankServicer: Citizens Automobile Finance, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer If to the Seller: USAA Acceptance, LLC 0000 Inc. 000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxx Xxxxxxxxx Xxxxxxx, Xxxxx Xxxxxx 00000 Facsimile no. [ ] Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer 716542789 15481814 II-1 Schedule II to the Sale and Servicing Agreement [ ] If to Moody’s: Xxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx 00 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: Facsimile no. (000) 000-0000 Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: Facsimile no. (000) 000-0000 Attention: Asset Backed Surveillance Group 716542789 15481814 If to Fitch: Fitch Inc. Xxx Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Asset-Backed Securities Group II-2 Schedule II to the Sale and Servicing Agreement SCHEDULE X YIELD SUPPLEMENT OVERCOLLATERALIZATION AMOUNT Payment Date Yield Supplement Overcollateralization Amount Closing Date $ Payment Date Yield Supplement Overcollateralization Amount EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__], 2015 [ ] For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29, 2015[ ], between USAA Citizens Auto Owner Loan Trust 201520[ ]-1[ ], a Delaware statutory trust (the “Issuer”), USAA AcceptanceCitizens Auto Receivables, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings BankCitizens Automobile Finance, Inc. a federally chartered savings association Rhode Island corporation (the BankCAF”), and U.S. Bank National Association[ ], a national banking association, as indenture trustee[ ] (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer 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 Seller to the Issuer on the date hereofhereof (such schedule, the “Schedule of Receivables”), the Collections after the Cut-Off Date, the Receivable Receivables Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer of any obligation of the undersigned or the Originator to the Obligors Obligors, the Dealers 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCECITIZENS AUTO RECEIVABLES, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 1 contract

Samples: Sale and Servicing Agreement (Citizens Auto Receivables, LLC)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Deutsche Bank Trust Company Delaware Trust Company1000 Xxxxxx Xxxx, National Association 000 0xx Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Telephone: (telecopier no. (000) 000-0000 Facsimile0000) Attention: (000) 000-0000 Exxxxxxxx Xxxxx with copies to the Administrator, USAA Federal Savings Bank and VW Credit, Inc., the Indenture Trustee If to the Owner Trustee: Deutsche Bank Trust Company Delaware 1000 Xxxxxx Xxxx, 0xx Xxxxx Fargo Delaware Trust Company, National Association 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Telecopier No.: (telecopier no. (000) 000-0000 0000) Attention: Xxxxxx Xxxxxxxxx Exxxxxxxx Xxxxx with a copy to: Deutsche Bank Trust Company Americas 60 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 (telecopier no. (000) 000-0000) Attention: Structured Finance Services If to the Indenture Trustee: U.S. Bank National Association 000 X. XxXxxxx StreetCitibank, 7th Floor ChicagoN.A. 300 Xxxxxxxxx Xxxxxx, Illinois 60603 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 (telecopier no. (000) 000-0000) Attention: USAA 2015-1 Administrator If to the BankPurchaser: Volkswagen Auto Lease/Loan Underwritten Funding, the Servicer or the Administrator: USAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San AntonioLLC 3000 Xxxxxx Xxxx Auburn Hills, Texas 78288 Michigan 48326 (telecopier no. (000) 000-0000) Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer If to the Seller: USAA Acceptance, LLC 0000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer 716542789 15481814 II-1 Schedule II to the Sale and Servicing Agreement If to the Servicer: VW Credit, Inc. 3000 Xxxxxx Xxxx Auburn Hills, Michigan 48326 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VCI: VW Credit, Inc. 3000 Xxxxxx Xxxx Auburn Hills, Michigan 48326 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VW Credit, Inc.: VW Credit, Inc. 3000 Xxxxxx Xxxx Auburn Hills, Michigan 48326 (telecopier no. (000) 000-0000) Attention: General Counsel If to Moody’s: Xxxxx’x Mxxxx’x Investors Service, Inc. 7 World Trade Center 000 Xxxxxxxxx 90 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (telecopier no. (000) 000-0000 0000) Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 50 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (telecopier no. (000) 000-0000 0000) Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II to the Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__]February 13, 2015 2007 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29February 13, 20152007, between USAA Volkswagen Auto Owner Loan Enhanced Trust 20152007-1, a Delaware statutory trust (the “Issuer”), USAA AcceptanceVolkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings BankVW Credit, Inc., a federally chartered savings Delaware corporation (“VCI”), and Citibank, N.A., a national banking association (the “BankIndenture Trustee”), and U.S. Bank National Association, a national banking association, as indenture trustee, on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer without recourse (subject to the obligations in the Agreement) on the Closing DateFebruary 13, 2007, all of its right, title and interest in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereofhereof (such schedule, the “Schedule of Receivables”), the Collections after the Cut-Off Date, the Receivable Receivables Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer of any obligation of the undersigned or the applicable Originator to the Obligors Obligors, the Dealers 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. Exhibit A to the Sale and Servicing Agreement IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCEVOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC By: Name: Title: 716542789 15481814 A-2 By: Name: Title: Exhibit A to the Sale and Servicing Agreement EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

Appears in 1 contract

Samples: Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2007-1)

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. 716542789 15481814 I-4 Schedule I to the Sale and Servicing Agreement SCHEDULE II NOTICE ADDRESSES If to the Issuer: c/o Wells Fargo Delaware Trust CompanyCitibank, National Association N.A., 000 Xxxxx Xxxxxx XxxxxxXxxxxxxxx Xx. New York, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 New York 10013 Attention: Corporate Agency & Trust Administration Telephone: (000) 000– VALET 2023-0000 Facsimile: (000) 000-0000 1 with copies to the Administrator, USAA Federal Savings Bank VCI, and the Indenture Trustee If to the Owner Trustee: Citibank, N.A., 000 Xxxxxxxxx Xx. New York, New York 10013 Attention: Agency & Trust – VALET 2023-1 If to the Issuer Delaware Trustee: Citicorp Trust Delaware, National Association 00 Xxxxxxxxxx Xxxx, Xxxxx Fargo Delaware 000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: VALET 2023-1 If to the Indenture Trustee: U.S. Bank Trust Company, National Association 000 Xxxxx Xxxxxx XxxxxxX. XxXxxxx Street, Xxxxx 0000 XxxxxxxxxxSeventh Floor Chicago, Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Illinois 60603 Attention: Xxxxxx Xxxxxxxxx Structured Finance/VALET 2023-1 If to the Indenture TrusteeIntermediary: U.S. Bank National Association 000 X. XxXxxxx Street, 7th Seventh Floor Chicago, Illinois 60603 Attention: USAA 2015Structured Finance/VALET 2023-1 If to the BankPurchaser: Volkswagen Auto Lease/Loan Underwritten Funding, the Servicer or the Administrator: USAA Federal Savings Bank LLC 0000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 (telecopier no. (000) 000-0000) Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer If to the SellerServicer: USAA AcceptanceVW Credit, LLC Inc. 0000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxx 00000 (telecopier no. (000) 000-0000) Attention: Xxxxx X. Xxxxxx, Vice President, Treasurer 716542789 15481814 II-1 Schedule II with a copy to the Sale and Servicing Agreement VCI If to Moody’sVCI: Xxxxx’x Investors ServiceVW Credit, Inc. 7 World Trade Center 000 0000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to: VW Credit, Inc. 0000 Xxxxxxxx Xxxxxx Xxxxxx Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: General Counsel If to S&P: S&P Global Ratings 00 Xxxxx Xxxxxx New York, New York 10041 (telecopier no. (000) 000-0000) Attention: Asset Backed Surveillance Group If to Fitch: Fitch Ratings, Inc. 00 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier No.: (000) 000-0000 Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier NoFax no.: (000) 000-0000 Attention: Asset Backed Surveillance Group 716542789 15481814 II-2 Schedule II If to the Sale and Servicing Agreement Asset Representations Reviewer: Via electronic mail: XXXXxxxxxx@xxxxxxx.xxx And to: Xxxxxxx Fixed Income Services LLC 000 X. Xxxxxxxx Xxxx., Xxxxx 000 Glendale, Colorado 80246 Attention: VP, Surveillance Operations With a copy to: Covius Services, LLC 000 X. Xxxxxxxx Xxxx., Xxxxx 000 Glendale, CO 80246 Attention: Legal Department Email: xxxxx@xxxxxx.xxx EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT July [__], 2015 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of July 29June 13, 20152023, between USAA Volkswagen Auto Owner Loan Enhanced Trust 20152023-1, a Delaware statutory trust (the “Issuer”), USAA AcceptanceVolkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Seller”), USAA Federal Savings BankVW Credit, Inc., a federally chartered savings association Delaware corporation (the BankVCI”), and U.S. Bank Trust Company, National Association, a national banking association, as indenture trusteeassociation (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer without recourse (subject to the obligations in the Agreement) on the Closing DateJune 13, 2023, all of its right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; 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 Issuer of any obligation of the undersigned or the Originator to the Obligors Obligors, the Dealers 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. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. USAA ACCEPTANCEVOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC By: Name: Title: 716542789 15481814 A-2 Exhibit A to the Sale and Servicing Agreement By: Name: Title: EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:B

Appears in 1 contract

Samples: Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

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