PURCHASE AGREEMENTPurchase Agreement • March 24th, 2016 • 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[ ]-[ ] 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 • March 24th, 2016 • 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 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 • March 24th, 2016 • 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”).
USAA FEDERAL SAVINGS BANK (SELLER AND SERVICER) USAA ACCEPTANCE, LLC (DEPOSITOR) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 24th, 2016 • 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[-A] [ ]% Asset Backed Notes (the “Class A-2[-A] Notes”), [(iii) $[ ] principal amount of its Class A-2-B [ ]% Asset Backed Notes (the “Class A-2-B Notes”),] [(iii)][(iv)] $[ ] principal amount of its Class A-3 [ ]% Asset Backed Notes (the “Class A-3 Notes”), [(iv)][(v)] $[ ] 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[-A] Notes [, the Class A-2-B Notes] and the Class A-3 Notes, the “Class A N
FORM OF ADMINISTRATION AGREEMENT between USAA AUTO OWNER TRUST 20[ ]-[ ], as Issuer USAA FEDERAL SAVINGS BANK, as Administrator and as Indenture Trustee Dated as of [ ], 20[ ]Administration Agreement • March 24th, 2016 • Usaa Acceptance LLC • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of [ ], is between 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.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF USAA ACCEPTANCE, LLCLimited Liability Company Agreement • March 24th, 2016 • 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.
FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENT among USAA AUTO OWNER TRUST 20[__]-[__] as Issuer, USAA FEDERAL SAVINGS BANK, as Sponsor and Servicer and as Asset Representations Reviewer Dated as of [__________], [______]Asset Representations Review Agreement • March 24th, 2016 • Usaa Acceptance LLC • Asset-backed securities • New York
ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of [_______] [__], [_____] (this “Agreement”), among USAA AUTO OWNER TRUST 20[__]-[__], a Delaware statutory trust, as Issuer (the “Issuer”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as Sponsor (the “Sponsor”) and Servicer (the “Servicer”), and [_____________________], a [_______], as Asset Representations Reviewer (the “Asset Representations Reviewer”).
