AMENDED AND RESTATED TRUST AGREEMENT between USAA ACCEPTANCE, LLC as Depositor and WELLS FARGO DELAWARE TRUST COMPANY as Owner Trustee Dated as of April 29, 2008Trust Agreement • May 2nd, 2008 • Usaa Acceptance LLC • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 29, 2008 (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), between USAA ACCEPTANCE, LLC, a Delaware limited liability company, (the “Depositor”), having its principal office at 9830 Colonnade Blvd., Suite 600, San Antonio, Texas 78230; and WELLS FARGO DELAWARE TRUST COMPANY, a Delaware limited purpose trust company (the “Bank”), not in its individual capacity but solely as trustee under this Agreement (in such capacity, the “Owner Trustee”), having its principal corporate trust office at 919 North Market Street, Suite 1600, Wilmington, Delaware 19801 for the purpose of establishing the USAA Auto Owner Trust 2008-2 (the “Trust”).
SALE AND SERVICING AGREEMENT among USAA AUTO OWNER TRUST 2008-2, as Issuer, USAA ACCEPTANCE, LLC, as Depositor, and USAA FEDERAL SAVINGS BANK, as Seller and Servicer Dated as of April 29, 2008Sale and Servicing Agreement • May 2nd, 2008 • Usaa Acceptance LLC • Asset-backed securities • New York
SALE AND SERVICING AGREEMENT, dated as of April 29, 2008 (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), among USAA AUTO OWNER TRUST 2008-2, a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company (the “Depositor”) and USAA FEDERAL SAVINGS BANK, a federally chartered savings association, as seller of the Receivables to the Depositor (in such capacity, the “Seller”) and servicer (in such capacity, the “Servicer”). Each of The Bank of New York (the “Indenture Trustee”) and Wells Fargo Delaware Trust Company (the “Owner Trustee”) join in this Agreement to agree to perform each of its respective duties as Indenture Trustee and Owner Trustee, respectively, as are specifically set forth in this Agreement.
ADMINISTRATION AGREEMENTAdministration Agreement • May 2nd, 2008 • Usaa Acceptance LLC • Asset-backed securities • New York
USAA AUTO OWNER TRUST 2008-2 Asset Backed Notes USAA FEDERAL SAVINGS BANK (SELLER AND SERVICER) USAA ACCEPTANCE, LLC (DEPOSITOR) UNDERWRITING AGREEMENTUnderwriting Agreement • May 2nd, 2008 • Usaa Acceptance LLC • Asset-backed securities • New York
USAA Acceptance, LLC, a Delaware limited liability company (the “Depositor”), is the Depositor of a Delaware statutory trust, USAA Auto Owner Trust 2008-2 (the “Issuer”), pursuant to an amended and restated trust agreement to be dated as of April 29, 2008 (the “Trust Agreement”), between the Depositor and Wells Fargo Delaware Trust Company, as owner trustee (the “Owner Trustee”), which will issue (i) $242,000,000 principal amount of its Class A-1 2.99600% Asset Backed Notes (the “Class A-1 Notes”), (ii) $250,000,000 principal amount of its Class A-2 3.91% Asset Backed Notes (the “Class A-2 Notes”), (iii) $347,000,000 principal amount of its Class A-3 4.64% Asset Backed Notes (the “Class A-3 Notes”), (iv) $133,502,000 principal amount of its Class A-4 5.16% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-2 Notes and the Class A-3 Notes, the “Underwritten Notes”, and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Not
INDENTURE between USAA AUTO OWNER TRUST 2008-2 as Issuer and THE BANK OF NEW YORK as Indenture Trustee Dated as of April 29, 2008Indenture • May 2nd, 2008 • Usaa Acceptance LLC • Asset-backed securities • New York
INDENTURE, dated as of April 29, 2008 (as from time to time amended, supplemented or otherwise modified and in effect, this “Indenture”), between USAA AUTO OWNER TRUST 2008-2, a Delaware statutory trust, as issuer (the “Issuer”), and THE BANK OF NEW YORK, a banking corporation organized under the laws of the State of New York, as trustee and not in its individual capacity (in such capacity, the “Indenture Trustee”).
RECEIVABLES PURCHASE AGREEMENT between USAA FEDERAL SAVINGS BANK as Seller and USAA ACCEPTANCE, LLC as Depositor Dated as of April 29, 2008Receivables Purchase Agreement • May 2nd, 2008 • Usaa Acceptance LLC • Asset-backed securities • New York
RECEIVABLES PURCHASE AGREEMENT dated as of April 29, 2008 (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), between USAA FEDERAL SAVINGS BANK, a federally chartered savings association, as seller (in such capacity, together with its permitted successors and permitted assigns in such capacity, the “Seller”) and USAA ACCEPTANCE, LLC, a Delaware limited liability company, as depositor (together with its successors and permitted assigns, the “Depositor”).
