FORM OF PURCHASE AGREEMENT dated as of [ ], 20[ ] between USAA FEDERAL SAVINGS BANK and USAA ACCEPTANCE, LLCPurchase Agreement • October 29th, 2012 • Usaa Acceptance LLC • Asset-backed securities • New York
THIS PURCHASE AGREEMENT is made and entered into as of [ ], 20[ ] (as amended from time to time, this “Agreement”) between USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), and USAA ACCEPTANCE, LLC, a Delaware limited liability company (the “Purchaser”).
USAA AUTO OWNER TRUST 20[ ]-[ ] Asset Backed Notes USAA FEDERAL SAVINGS BANK (SELLER AND SERVICER) USAA ACCEPTANCE, LLC (DEPOSITOR) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 29th, 2012 • 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 20[ ]-[ ] (the “Issuer”), pursuant to an amended and restated trust agreement to be dated as of [ ], 20[ ] (the “Trust Agreement”), between the Depositor and [ ], as owner trustee (the “Owner Trustee”), which will issue (i) $[ ] principal amount of its Class A-1 [ ]% Asset Backed Notes (the “Class A-1 Notes”), (ii) $[ ] principal amount of its Class A-2 [ ]% Asset Backed Notes (the “Class A-2 Notes”), (iii) $[ ] principal amount of its Class A-3 [ ]% Asset Backed Notes (the “Class A-3 Notes”), (iv) $[ ] principal amount of its Class A-4 [LIBOR +] [ ]% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”) and (v) $[ ] principal amount of its Class B [ ]% Asset Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”) pursu
FORM OF LIMITED LIABILITY COMPANY AGREEMENT OF USAA AUTO OWNER, LLC 20[ ]-[ ]Limited Liability Company Agreement • October 29th, 2012 • Usaa Acceptance LLC • Asset-backed securities • Delaware
This Directors’ Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Directors’ Agreement and all of which together shall constitute one and the same instrument.
FORM OF SALE AND SERVICING AGREEMENT by and among USAA AUTO OWNER TRUST 20[ ]-[ ], as Issuer USAA ACCEPTANCE, LLC, as Seller USAA FEDERAL SAVINGS BANK, as Servicer and as Indenture Trustee Dated as of [ ], 20[ ]Sale and Servicing Agreement • October 29th, 2012 • Usaa Acceptance LLC • Asset-backed securities • New York
SALE AND SERVICING AGREEMENT, dated as of [ ], 20[ ] (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 20[ ]-[ ] (the “Issuer”), a Delaware statutory trust, USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and [ ], a [ ], as indenture trustee (the “Indenture Trustee”).
Trustee on behalf of the Holders FORM OF POOLING AND SERVICING AGREEMENT Dated as of ________ __, 20__ USAA AUTO OWNER TRUST 20[ ]-[ ] ____% Asset Backed Certificates, Class A ____% Asset Backed Certificates, Class BPooling and Servicing Agreement • October 29th, 2012 • Usaa Acceptance LLC • Asset-backed securities • New York
POOLING AND SERVICING AGREEMENT dated as of ____________, 20__, between USAA Acceptance, LLC, a Delaware limited liability company, as Seller, USAA Federal Savings Bank (“Bank”), a federally chartered savings association, as Servicer, and __________, a ______________________, as trustee hereunder.
form of Limited Partnership Agreement OfLimited Partnership Agreement • October 29th, 2012 • Usaa Acceptance LLC • Asset-backed securities • Delaware
This Limited Partnership Agreement of USAA Auto Owner L.P. is made and entered into, effective [ ], by and between [ ], a Delaware limited liability company (“[ ]”), as the General Partner, and [ ], a Delaware limited partnership (“[ ]”), as the Limited Partner.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF USAA ACCEPTANCE, LLCLimited Liability Company Agreement • October 29th, 2012 • Usaa Acceptance LLC • Asset-backed securities • Delaware
This Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of USAA Acceptance, LLC (the “Company”), is entered into by USAA Federal Savings Bank, a federally chartered savings association, as the sole equity member (the “Member”), and Thomas M. Strauss and Richard F. Klumpp, as the Independent Directors (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
USAA AUTO OWNER TRUST 20[ ]-[ ] FORM OF AMENDED AND RESTATED TRUST AGREEMENT between USAA ACCEPTANCE, LLC, as the Depositor and as the Owner Trustee Dated as of [ ], 20[ ]Trust Agreement • October 29th, 2012 • Usaa Acceptance LLC • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT is made as of [ ], 20[ ] (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”) between USAA ACCEPTANCE, LLC, a Delaware limited liability company, as the depositor (the “Depositor”), and [ ], a [ ], as the owner trustee (in such capacity, the “Owner Trustee”).
FORM OF ADMINISTRATION AGREEMENT among USAA AUTO OWNER TRUST 20[ ]-[ ], as Issuer USAA FEDERAL SAVINGS BANK, as Administrator and [ ], as Indenture Trustee Dated as of [ ], 20[ ]Administration Agreement • October 29th, 2012 • Usaa Acceptance LLC • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of [ ], is among USAA AUTO OWNER TRUST 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association, as administrator (the “Bank” or in its capacity as administrator, the “Administrator”), and [ ], a [ ], as indenture trustee (the “Indenture Trustee”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned such terms in Appendix A to the Sale and Servicing Agreement dated as of [ ] (the “Sale and Servicing Agreement”) by and among USAA Acceptance, LLC, as seller, the Issuer, the Bank, as servicer, and the Indenture Trustee.
