Exhibit
10.2


 






 



 


SALE AND
SERVICING AGREEMENT


 


by and among


 


USAA AUTO
OWNER TRUST 2014-1


 


as Issuer


 


USAA ACCEPTANCE,
LLC,


 


as Seller


 


USAA FEDERAL
SAVINGS BANK,


 


as Servicer


 


and


 


U.S. BANK
NATIONAL ASSOCIATION,


 


as Indenture
Trustee


 


Dated as
of February 28, 2014


 


 


 

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Table
of Contents





 


	 	Page
	 	 
	ARTICLE I          definitions and
    usage	 
	 	 
	SECTION 1.1	 	Definitions	1
	SECTION 1.2	 	Other Interpretive Provisions	1
	 	 	 	 
	ARTICLE II	 	CONVEYANCE OF TRANSFERRED Assets	 
	 	 	 	 
	SECTION 2.1	 	Conveyance of Transferred Assets	2
	SECTION 2.2	 	Representations and Warranties of the Seller as to each Receivable	2
	SECTION 2.3	 	Repurchase upon Breach	2
	SECTION 2.4	 	Custody of Receivable Files	3
	 	 	 	 
	ARTICLE III         administration
    and servicing of receivables and trust property	 
	 	 
	SECTION 3.1	 	Duties of Servicer	5
	SECTION 3.2	 	Collection of Receivable Payments	6
	SECTION 3.3	 	Realization Upon Receivables	8
	SECTION 3.4	 	Maintenance of Security Interests in Financed Vehicles	8
	SECTION 3.5	 	Covenants of Servicer	9
	SECTION 3.6	 	Purchase of Receivables Upon Breach	9
	SECTION 3.7	 	Servicing Fee	9
	SECTION 3.8	 	Servicer’s Certificate	9
	SECTION 3.9	 	Annual Officer’s Certificate; Notice of Servicer Replacement Event	10
	SECTION 3.10	 	Annual Registered Public Accounting Firm Attestation Report	10
	SECTION 3.11	 	Servicer Expenses	10
	SECTION 3.12	 	Exchange Act Filings	11
	 	 	 	 
	ARTICLE IV         DISTRIBUTIONS;
    ACCOUNTS; STATEMENTS TO THE certificateholder AND THE noteHOLDERs	 
	 	 
	SECTION 4.1	 	Establishment of Accounts	11
	SECTION 4.2	 	Remittances	13
	SECTION 4.3	 	Additional Deposits and Payments	13
	SECTION 4.4	 	Distributions	14
	SECTION 4.5	 	Net Deposits	15
	SECTION 4.6	 	Statements to Certificateholder and Noteholders	15
	SECTION 4.7	 	No Duty to Confirm	16
	 	 	 	 
	ARTICLE V         THE SELLER	 
	 	 
	SECTION 5.1	 	Representations and Warranties of Seller	17
	SECTION 5.2	 	Liability of Seller; Indemnities	18
	SECTION 5.3	 	Merger or Consolidation of, or Assumption of the Obligations of, Seller	19
	SECTION 5.4	 	Limitation on Liability of Seller and Others	19


 

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Table
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Page


 


	SECTION 5.5	 	Seller May Own Notes	19
	SECTION 5.6	 	Sarbanes-Oxley Act Requirements	20
	SECTION 5.7	 	Compliance with Organizational Documents	20
	SECTION 5.8	 	Perfection Representations, Warranties and Covenants	20
	 	 	 	 
	ARTICLE VI         THE SERVICER	 
	 	 
	SECTION 6.1	 	Representations of Servicer	20
	SECTION 6.2	 	Indemnities of Servicer	21
	SECTION 6.3	 	Merger or Consolidation of, or Assumption of the Obligations of, Servicer	23
	SECTION 6.4	 	Limitation on Liability of Servicer and Others	23
	SECTION 6.5	 	Delegation of Duties	23
	SECTION 6.6	 	The Bank Not to Resign as Servicer	24
	SECTION 6.7	 	Servicer May Own Notes	24
	 	 	 	 
	ARTICLE VII         REPLACEMENT
    OF SERVICER	 
	 	 
	SECTION 7.1	 	Replacement of Servicer	24
	SECTION 7.2	 	Notification to Noteholders	26
	 	 	 	 
	ARTICLE VIII         OPTIONAL PURCHASE	 
	 	 
	SECTION 8.1	 	Optional Purchase of Trust Estate	26
	 	 	 	 
	ARTICLE IX         MISCELLANEOUS
    PROVISIONS	 
	 	 
	SECTION 9.1	 	Amendment	27
	SECTION 9.2	 	Protection of Title	28
	SECTION 9.3	 	Other Liens or Interests	29
	SECTION 9.4	 	Transfers Intended as Sale; Security Interest	29
	SECTION 9.5	 	Notices, Etc	30
	SECTION 9.6	 	Choice of Law	30
	SECTION 9.7	 	Headings	31
	SECTION 9.8	 	Counterparts	31
	SECTION 9.9	 	Waivers	31
	SECTION 9.10	 	Entire Agreement	31
	SECTION 9.11	 	Severability of Provisions	31
	SECTION 9.12	 	Binding Effect	31
	SECTION 9.13	 	Acknowledgment and Agreement	31
	SECTION 9.14	 	Cumulative Remedies	32
	SECTION 9.15	 	Nonpetition Covenant	32
	SECTION 9.16	 	Submission to Jurisdiction; Waiver of Jury Trial	32
	SECTION 9.17	 	Limitation of Liability	33
	SECTION 9.18	 	Third-Party Beneficiaries	33
	SECTION 9.19	 	Information Requests	33
	SECTION 9.20	 	Regulation AB	34


 

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Table
of Contents


(continued)


 


Page


 


	SECTION 9.21	 	Information to Be Provided by the Indenture Trustee	34
	SECTION 9.22	 	Form 8-K Filings	35
	SECTION 9.23	 	Further Assurances	35
	SECTION 9.24	 	Cooperation	36
	SECTION 9.25	 	Rights of the Certificateholder	36



 


	Appendix A         	Definitions	 
	 	 	 
	Schedule I	Representations and Warranties With Respect to the Receivables	 
	 	 	 
	Schedule II	Notice Addresses	 
	 	 	 
	Exhibit A	Form of Assignment pursuant to Sale and Servicing Agreement	 
	 	 	 
	Exhibit B	Perfection Representations, Warranties and Covenants	 
	 	 	 
	Exhibit C	Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance	 
	 	 	 
	Exhibit D	Form of Indenture Trustee’s Annual Certification	 
	 	 	 
	Exhibit E	Form of Indenture Trustee’s Annual Certification Regarding Item 1117 and Item 1119 of Regulation AB	 


 

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SALE AND SERVICING AGREEMENT, dated
as of February 28, 2014 (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 2014-1 (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 as custodian, and U.S. BANK NATIONAL ASSOCIATION,
a national banking association, as indenture trustee (the “Indenture Trustee”).


 


WHEREAS, the Issuer desires to purchase
from the Seller a portfolio of motor vehicle receivables, including retail motor vehicle installment loans that are secured by
new and used automobiles and light-duty trucks;


 


WHEREAS, the Seller is willing to sell such
portfolio of motor vehicle receivables and related property to the Issuer; and


 


WHEREAS, the Bank is willing to service
such motor vehicle receivables and related property on behalf of the Issuer;


 


NOW, THEREFORE, in consideration of the
premises and the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:


 


ARTICLE
I


 


definitions
and usage


 


SECTION 1.1 Definitions. Except as
otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are
defined in Appendix A hereto.


 


SECTION 1.2 Other Interpretive Provisions.
For purposes of this Agreement, unless the context otherwise requires: (a) accounting terms not otherwise defined in this Agreement,
and accounting terms partly defined in this Agreement to the extent not defined, shall have the respective meanings given to them
under GAAP (provided, that, to the extent that the definitions in this Agreement and GAAP conflict, the definitions in
this Agreement shall control); (b) terms defined in Article 9 of the UCC as in effect in the relevant jurisdiction and not otherwise
defined in this Agreement are used as defined in that Article; (c) the words “hereof,” “herein” and “hereunder”
and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) references
to any Article, Section, Schedule, Appendix or Exhibit are references to Articles, Sections, Schedules, Appendices and Exhibits
in or to this Agreement and references to any paragraph, subsection, clause or other subdivision within any Section or definition
refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (e) the term “including”
and all variations thereof means “including without limitation”; (f) except as otherwise expressly provided herein,
references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law
or regulation; (g) references to any Person include that Person’s successors and assigns; and


 


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(h) unless the context otherwise requires, defined terms shall
be equally applicable to both the singular and plural forms.


 


ARTICLE
II


 


CONVEYANCE
OF TRANSFERRED Assets


 


SECTION 2.1 Conveyance of Transferred
Assets. In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes
and the Certificate on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the
Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or
hereafter acquired, in and to the Transferred Assets, described in the assignment substantially in the form of Exhibit A
(the “Assignment”) delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder
will not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller 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.


 


SECTION 2.2 Representations and
Warranties of the Seller as to each Receivable. The Seller hereby makes the representations and warranties set forth on Schedule
I as to the Receivables sold, transferred, assigned, and otherwise conveyed to the Issuer under this Agreement on which
such representations and warranties the Issuer relies in acquiring the Receivables. The representations and warranties as to
each Receivable shall survive the Grant of the Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture.
Notwithstanding any statement to the contrary contained herein or in any other Transaction Document, the Seller shall not be
required to notify any insurer with respect to any Insurance Policy obtained by an Obligor.


 


SECTION 2.3 Repurchase upon Breach.
Upon discovery by any party hereto of a breach of any of the representations and warranties set forth in Section 2.2 at
the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the
Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided,
that delivery of the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall
be deemed to constitute prompt notice by the Servicer (if the Bank is the Servicer) of such breach; provided, further,
that the failure to give such notice shall not affect any obligation of the Seller hereunder. If the Seller does not correct or
cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier date)
after the date that the Seller became aware or was notified of such breach, then the Seller shall purchase any Receivable materially
and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period (or, if
the Seller elects, an earlier date). Any such breach or failure will be deemed to not have a material and adverse effect if such
breach or failure does not affect the ability of the Issuer to collect, receive and retain timely payment in full on such Receivable,
including Liquidation Proceeds. Any such purchase by the Seller shall be at a price equal to the Repurchase Price. In consideration
for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Repurchase Price by
depositing such amount into


 





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the Collection Account prior to
11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the Seller. Upon payment of such Repurchase
Price by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release,
transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the
Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller
to repurchase (or to enforce the obligations of the Bank under the Purchase Agreement to repurchase) any Receivable as described
above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner
Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition
requiring the repurchase of any Receivable pursuant to this Section 2.3. Notwithstanding anything herein to the contrary,
the Seller shall only be obligated to pay such Repurchase Price and repurchase the related Receivable to the extent it receives
the Repurchase Price from the Bank pursuant to Section 3.3 of the Purchase Agreement.


 


SECTION 2.4 Custody of Receivable Files.


 


(a) Custody. To assure uniform quality
in servicing the Receivables and to reduce administrative costs, the Issuer, upon the execution and delivery of this Agreement,
hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act solely on behalf of and for the
benefit of the Indenture Trustee as custodian of the following documents or instruments, but only to the extent held in tangible
paper form or electronic form, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent
or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable
to such Receivable and only to the extent held in tangible paper form) (the “Receivable Files”):


 


		(i)	the fully executed original of the retail motor vehicle installment
                                                             loan or promissory note and security agreement related to such Receivable
                                                             (with respect to tangible chattel paper) or an “authoritative
                                                             copy” (as such term is used in Section 9-105 of the UCC) of
                                                             the Receivable (with respect to electronic chattel paper) or, if
                                                             no such original executed Receivable or authoritative copy exists,
                                                             a copy thereof, including any written amendments or extensions thereto;



 


		(ii)	the original credit application or a photocopy thereof to the
                                                              extent held in paper form;



 


		(iii)	the original Certificate of Title or, if not yet received,
                                                                   evidence that an application therefor has been submitted with
                                                                   the appropriate authority or such other document (electronic
                                                                   or otherwise, as used in the applicable jurisdiction) that
                                                                   the Servicer keeps on file, in accordance with its Customary
                                                                   Servicing Practices, evidencing the security interest of the
                                                                   Originator in the Financed Vehicle; provided, however, that
                                                                   in lieu of being held in the Receivable File, the Certificate
                                                                   of Title may be held by a third party service provider engaged
                                                                   by the Servicer to obtain or hold Certificates of Title; and



 





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		(iv)	any and all other documents that the Servicer or the Seller
                                                              keeps on file, in accordance with its Customary Servicing Practices,
                                                              relating to a Receivable, an Obligor or a Financed Vehicle (but
                                                              only to the extent applicable to such Receivable and only to the
                                                              extent held in tangible paper form or electronic form).



 


The foregoing appointment of the Servicer
is deemed to be made with due care.


 


(b) Safekeeping. The Servicer, in
its capacity as custodian, shall hold the Receivable Files for the benefit of the Issuer and the Indenture Trustee, as pledgee
of the Issuer. In performing its duties as custodian, the Servicer shall act in accordance with its Customary Servicing Practices.
The Servicer, in accordance with its Customary Servicing Practices: (i) may maintain all or a portion of the Receivable Files
in electronic form and (ii) may maintain custody of all or any portion of the Receivable Files with one or more of its agents
or designees.


 


(c) Maintenance of and Access to Records.
The Servicer will maintain each Receivable File in the United States (it being understood that the Receivable Files, or any part
thereof, may be maintained at the offices of any Person to whom the Servicer has delegated responsibilities in accordance with
Section 6.5). The Servicer will make available to the Issuer and the Indenture Trustee or their duly authorized representatives,
attorneys or auditors a list of locations of the Receivable Files upon request. The Servicer will provide access to the Receivable
Files, and the related accounts records, and computer systems maintained by the Servicer at such times as the Issuer or the Indenture
Trustee direct, but only upon reasonable notice and during the normal business hours, which do not unreasonably interfere with
the Servicer’s normal operations, at the respective offices of the Servicer.


 


(d) Release of Documents. Upon written
instructions from the Indenture Trustee, the Servicer will release or cause to be released any document in the Receivable Files
to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at
such place or places as the Indenture Trustee may designate, as soon thereafter as is practicable, to the extent it does not unreasonably
interfere with the Servicer’s normal operations. The Servicer shall not be responsible for any loss occasioned by the failure
of the Indenture Trustee or its agent or designee to return any document or any delay in doing so. Any document so released will
be handled by the Indenture Trustee with due care and returned to the Servicer for safekeeping as soon as the Indenture Trustee
or its agent or designee, as the case may be, has no further need therefor.


 


(e) Instructions; Authority to Act.
All instructions from the Indenture Trustee will be in writing and signed by a Responsible Officer of the Indenture Trustee, and
the Servicer will be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of such
written instructions.


 


(f) Custodian’s Indemnification.
Subject to Section 6.2, the Servicer as custodian will indemnify the Issuer and the Indenture Trustee and their respective
directors, officers, employees and agents for any and all claims, liabilities, obligations, losses, compensatory damages, payments,
costs, or expenses of any kind whatsoever that may be imposed on, incurred by, or asserted against the Issuer or the Indenture
Trustee as the result of any act or omission in


 





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  any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files; provided, however, that the Servicer will not be liable (i) to the Indenture Trustee or the Issuer for any portion of any such amount resulting from the willful misconduct, bad faith or negligence of the Indenture Trustee or the Issuer or (ii) to the Indenture Trustee for any portion of any such amount resulting from the failure of the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with due care any Certificate of Title or other document released to the Indenture Trustee or the Indenture Trustee’s agent or designee pursuant to Section 2.4(d).




 


(g) Effective Period and Termination.
The Servicer’s appointment as custodian will become effective as of the Cut-Off Date and will continue in full force and
effect until terminated pursuant to this Section 2.4(g). If the Bank resigns as Servicer in accordance with Section
6.6 or if all of the rights and obligations of the Servicer have been terminated under Section 7.1, the appointment
of the Servicer as custodian hereunder may be terminated by the Indenture Trustee, or by the Noteholders evidencing not less than
662⁄3% of the Note Balance of the Controlling Class, in the same manner as the Indenture Trustee or such Noteholders may terminate
the rights and obligations of the Servicer under Section 7.1. As soon as practicable after any termination of such appointment,
the Servicer will deliver to the Indenture Trustee (or, at the direction of the Indenture Trustee, to its agent) the Receivable
Files and the related accounts and records maintained by the Servicer at such place or places as the Indenture Trustee may reasonably
designate; provided, however, that with respect to authoritative copies of the Receivables constituting electronic chattel
paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the
Issuer and the Indenture Trustee or the Indenture Trustee’s agent or (ii) deliver copies of such authoritative copies and
destroy the authoritative copies maintained by the Servicer prior to its termination such that such copy delivered to the Indenture
Trustee or the Indenture Trustee’s agent becomes the authoritative copy of the Receivable constituting electronic chattel
paper.


 


ARTICLE
III


 


administration and servicing of

receivables and trust property


 


SECTION 3.1 Duties of Servicer.


 


(a) The Servicer is hereby appointed by
the Issuer and authorized to act as agent for the Issuer and in such capacity shall manage, service, administer and make collections
on the Receivables in accordance with its Customary Servicing Practices, using the degree of skill and attention that the Servicer
exercises with respect to all comparable motor vehicle receivables that it services for itself or others. The Servicer’s
duties will include collection and posting of all payments, responding to inquiries of Obligors on such Receivables, investigating
delinquencies, sending invoices or payment coupons to Obligors, reporting any required tax information to Obligors, accounting
for collections and furnishing monthly and annual statements to the Indenture Trustee with respect to distributions. The Servicer
is not required under the Transaction Documents to make any disbursements via wire transfer or otherwise on behalf of an Obligor.
There are no requirements under the Receivables or the Transaction Documents for funds to be, and funds shall not be, held in
trust for an Obligor. No payments or disbursements


 


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are required to be made by the
Servicer on behalf of the Obligor. The Servicer hereby accepts such appointment and authorization and agrees to perform the duties
of Servicer with respect to the Receivables set forth herein.


 


(b) The Servicer will follow its Customary
Servicing Practices and will have full power and authority to do any and all things in connection with such managing, servicing,
administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer
is hereby authorized and empowered to execute and deliver, on behalf of itself, the Issuer, the Owner Trustee, the Indenture Trustee,
the Noteholders, the Certificateholder, or any of them, any and all instruments of satisfaction or cancellation, or partial or
full release or discharge, and all other comparable instruments, with respect to such Receivables or to the Financed Vehicles
securing such Receivables. The Servicer is hereby authorized to commence, in its own name or in the name of the Issuer, a legal
Proceeding to enforce a Receivable or an Insurance Policy or to commence or participate in any other legal Proceeding (including
a bankruptcy Proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences a
legal Proceeding to enforce a Receivable or an Insurance Policy, the Issuer will thereupon be deemed to have automatically assigned
such Receivable or its rights under such Insurance Policy to the Servicer solely for purposes of commencing or participating in
any such Proceeding as a party or claimant, and the Servicer is authorized and empowered by the Issuer to execute and deliver
in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments
in connection with any such Proceeding. If in any enforcement suit or legal Proceeding it is held that the Servicer may not enforce
a Receivable or an Insurance Policy on the ground that it is not a real party in interest or a holder entitled to enforce the
Receivable or an Insurance Policy, the Issuer will, at the Servicer’s expense and direction, take steps to enforce the Receivable
or an Insurance Policy, including bringing suit in its name or the name of the Indenture Trustee. The Issuer will furnish the
Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out
its servicing and administrative duties hereunder. The Servicer, at its expense, will obtain on behalf of the Issuer all licenses,
if any, reasonably requested by the Seller to be held by the Issuer in connection with ownership of the Receivables, and will
make all filings and pay all fees as may be required in connection therewith during the term hereof.


 


(c) The Servicer hereby agrees that upon
its resignation and the appointment of a successor Servicer hereunder, the Servicer will terminate its activities as Servicer
hereunder in accordance with Section 7.1, and, in any case, in a manner which the Issuer reasonably determines will facilitate
the transition of the performance of such activities to such successor Servicer, and the Servicer shall cooperate with and assist
such successor Servicer.


 


SECTION 3.2 Collection of Receivable
Payments.


 


(a) The Servicer will make reasonable efforts
to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance
with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals,
amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices;
provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable
beyond the last


 





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  day of the Collection Period preceding the latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable after the Cut-off Date other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act of 2003, as amended) or court order, it will promptly purchase such Receivable in the manner provided in Section 3.6; provided, further, that the Servicer shall not make any modification described in the preceding clause (i) or (ii) that would trigger a repurchase pursuant to the above provisions or pursuant to Section 3.6, in either case for the sole purpose of enabling the Servicer to purchase a Receivable from the Issuer and provided, further, that any change referred to in this Section 3.2 shall only be made if either (a) the Obligor is in default or, in the judgment of the Servicer, is reasonably expected to default in the near future, or (b) the change is to the payment due date of a Receivable, does not exceed 25 days and is made not more than twice during the term of such Receivable.




 


The Servicer may in its discretion waive
any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. Subject to the
provisos of the second sentence of the first paragraph of this Section 3.2, the Servicer and its Affiliates may engage
in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables
for the account of the Servicer and/or its Affiliates (but not the Issuer) so long as such practices, promotions or sales are
offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such
practices, promotions or sales might indirectly result in a decrease in the aggregate amount of payments made (but not any related
contractual obligation) on the Receivables, prepayments or faster or slower timing of the payment of the Receivables. Notwithstanding
anything in this Agreement to the contrary, the Servicer may refinance any Receivable by (a) making a new loan to the Obligor
and depositing the full Outstanding Principal Balance of such refinanced Receivable into the Collection Account or (b) by causing
the Issuer to effect a substantive modification to the Receivable when the request for such modification is the result of a contact
from or request of the related Obligor, in which case the Receivable shall be deemed to be refinanced and the Servicer shall promptly
deposit the full Outstanding Principal Balance of such refinanced Receivable into the Collection Account as soon as practical.
The receivable created by such refinancing shall not be property of the Issuer, in the case of (b) in the prior sentence,
upon the Servicer’s related payment to Issuer. The Servicer and its Affiliates may also sell insurance or debt cancellation
products, including products which result in the repayment of some or all of the amount of a Receivable owned by the Issuer upon
the death or disability of the Obligor or any casualty with respect to the Financed Vehicle.


 


(b) The Servicer shall not be required to
make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including
payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor
records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal,
interest or other items in accordance with the related documentation for such Receivables.


 


(c) Records documenting collection efforts
shall be maintained during the period a Receivable is delinquent in accordance with the Servicer’s Customary Servicing Practices.
Such records shall be maintained on at least a periodic basis that is not less frequent than as prescribed


 





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by the Servicer’s Customary
Servicing Practices, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone
calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment) in
accordance with the Servicer’s Customary Servicing Practices.


 


SECTION 3.3 Realization Upon Receivables.
On behalf of the Issuer, the Servicer will use commercially reasonable efforts, consistent with its Customary Servicing Practices,
to repossess or otherwise convert the ownership of the Financed Vehicle securing any Receivable as to which the Servicer has determined
eventual payment in full is unlikely unless it determines in its sole discretion that repossession will not increase the Liquidation
Proceeds by an amount greater than the expense of such repossession or that the proceeds ultimately recoverable with respect to
such Receivable would be increased by forbearance. The Servicer will follow such Customary Servicing Practices as it deems necessary
or advisable, which may include selling the Financed Vehicle at public or private sale and which shall not, except as provided
below, involve the sale of all, or any portion of, a Receivable. The foregoing shall be subject to the provision that, in any
case in which the Financed Vehicle has suffered damage, the Servicer shall not be required to expend funds in connection with
the repair or the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair and/or repossession
will increase the Liquidation Proceeds by an amount greater than the amount of such expenses. The Servicer, in its sole discretion,
may in accordance with its Customary Servicing Practices purchase from the Issuer any Receivable’s deficiency balance (i.e.,
the remaining balance of a Receivable after deduction of all Liquidation Proceeds with respect to such Receivable) for a purchase
price equal to the fair value of the deficiency balance as determined by the Servicer at the time of purchase by the Servicer,
which purchase price shall not be adjusted by the proceeds the Servicer ultimately realizes from its disposition or collection
efforts related to the deficiency amount. Net proceeds of any such sale to the Servicer will constitute Liquidation Proceeds,
and the sole right of the Issuer and the Indenture Trustee with respect to any such sold Receivables will be to receive such Liquidation
Proceeds. Upon such sale, the Servicer will mark its computer records indicating that any such receivable sold is no longer a
Receivable. The Servicer is authorized to take any and all actions necessary or appropriate on behalf of the Issuer to evidence
the sale of the Financed Vehicle at public or private sale or the sale of the Receivable to the Servicer pursuant to the provisions
of this paragraph free from any Lien or other interest of the Issuer or the Indenture Trustee.


 


SECTION 3.4 Maintenance of Security Interests
in Financed Vehicles. The Servicer will, in accordance with its Customary Servicing Practices, take such steps as are necessary
to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle. The provisions set
forth in this Section are the sole requirements under the Transaction Documents with respect to the maintenance of collateral
or security on the Receivables. It is understood that the Financed Vehicles are the collateral and security for the Receivables,
but that the Certificate of Title with respect to a Financed Vehicle does not constitute collateral and merely evidences such
security interest. The Issuer hereby authorizes the Servicer to take such steps as are necessary to re-perfect such security interest
on behalf of the Issuer and the Indenture Trustee in the event of the relocation of a Financed Vehicle or for any other reason;
provided, however that such steps shall not include retitling the lien of the Financed Vehicle in the name of the Indenture
Trustee.


 





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SECTION 3.5 Covenants of Servicer.
Unless required by law or court order, the Servicer will not release the Financed Vehicle securing any Receivable from the security
interest granted by such Receivable in whole or in part except (a) in the event of payment in full by or on behalf of the Obligor
thereunder or payment in full less a deficiency which the Servicer would not attempt to collect in accordance with its Customary
Servicing Practices, (b) in connection with repossession or (c) except as may be required by an insurer in order to receive proceeds
from any Insurance Policy covering such Financed Vehicle.


 


SECTION 3.6 Purchase of Receivables Upon
Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 3.2, 3.3,
3.4 or 3.5 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering
such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s
Certificate, which identifies the Receivables that are being or have been repurchased, shall be deemed to constitute prompt notice
by the Servicer and the Issuer of such breach with respect to such repurchased Receivable; provided, further, that
the failure to give such notice shall not affect any obligation of the Servicer hereunder. If the Servicer does not correct or
cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier
date) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable
materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period.
Any such breach or failure will be deemed to not have a material and adverse effect if such breach or failure does not affect
the ability of the Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall
be at a price equal to the Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to
be made) a payment to the Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to
11:00 a.m., New York City time on such Payment Date. Upon payment of such Repurchase Price by the Servicer, the Issuer and the
Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case
without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased
pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above
shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee.


 


SECTION 3.7 Servicing Fee. On each
Payment Date, the Indenture Trustee on behalf of the Issuer shall pay to the Servicer the Servicing Fee in accordance with Section
4.4 for the immediately preceding Collection Period as compensation for its services. In addition, the Servicer will be entitled
to retain all Supplemental Servicing Fees. The Servicer also will be entitled to receive investment earnings (net of investment
losses and expenses) on funds on deposit in the Collection Account during each Collection Period.


 


SECTION 3.8 Servicer’s Certificate.
On or before the Determination Date preceding each Payment Date, the Servicer shall deliver to the Indenture Trustee, and each
Paying Agent, with a copy to the Rating Agencies, a Servicer’s Certificate containing all information necessary to make
the payments, transfers and distributions pursuant to Sections 4.3 and 4.4 of this Agreement and Section 8.2(c)
of the Indenture on such Payment Date. At the sole option of the Servicer, each Servicer’s Certificate may be delivered
in electronic or hard copy format.


 





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SECTION 3.9 Annual Officer’s Certificate;
Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the
Exchange Act, the Servicer will deliver to the Rating Agencies, the Issuer and the Indenture Trustee, on or before March 30 of
each calendar year, beginning on March 30, 2015, an Officer’s Certificate (with appropriate insertions) providing such information
as is required under Item 1123 of Regulation AB.


 


(b) The Servicer will deliver to the Issuer,
the Indenture Trustee and each Rating Agency promptly after having obtained knowledge thereof written notice in an Officer’s
Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event.
Except to the extent set forth in this Section 3.9(b) and Sections 7.2 and 9.22 of this Agreement and Section
3.12 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other
triggers and events of default.


 


(c) So long as the Seller is filing any
reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, on or before March 30 of each
year, beginning on March 30, 2015, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria
during the immediately preceding calendar year (or since the Closing Date in the case of the first such report), including disclosure
of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18 and Rule
15d-18 of the Exchange Act and Item 1122 of Regulation AB.


 


SECTION 3.10 Annual Registered Public
Accounting Firm Attestation Report. So long as the Seller is filing any reports with respect to the Issuer under the Exchange
Act, on or before the 90th day following the end of each fiscal year, beginning with the fiscal year ending December 31, 2014,
the Servicer shall cause a firm of independent registered public accountants (who may also render other services to the Servicer,
the Seller or their respective Affiliates) to furnish to the Indenture Trustee, the Servicer, the Seller and each Rating Agency
each attestation report on assessments of compliance with the Servicing Criteria with respect to the Servicer or any Affiliate
thereof during the related fiscal year (or since the Closing Date in the case of the first such report) delivered by such accountants
pursuant to paragraph (c) of Rule 13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. The certification
required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which
are now or in the future in use by servicers of comparable assets, or which otherwise comply with any
rule, regulation, “no action” letter or similar guidance promulgated by the Commission.


 


SECTION 3.11 Servicer Expenses. The
Servicer shall pay all expenses (other than expenses described in the definition of Liquidation Proceeds) incurred by it in connection
with its activities hereunder, independent accountants, taxes imposed on the Servicer and expenses incurred in connection with
distributions and reports to the Noteholders and the Certificateholder. The Servicer shall also pay all fees, expenses, and indemnities
of the Indenture Trustee (as described in, and pursuant to the limitations set forth in Section 6.7 of the Indenture) and
the Owner Trustee (as described in, and pursuant to the limitations set forth in, Sections 8.1 and 8.2 of the Trust
Agreement). The compensation and indemnity obligations of the Servicer to the Indenture Trustee and the Owner Trustee hereunder
and pursuant to Section


 





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6.7 of the Indenture and Sections 8.1 and 8.2 of the Trust Agreement shall survive the resignation or removal
of the Indenture Trustee, the Owner Trustee and the Servicer, the discharge of the Indenture and the termination of this Agreement
and the Trust Agreement.


 


SECTION 3.12 Exchange Act Filings.
The Issuer hereby authorizes the Servicer and the Seller, or either of them, to prepare, sign, certify and file any and all reports,
statements and information with respect to the Issuer and/or the Notes required to be filed pursuant to the Exchange Act, and
the rules thereunder.


 


ARTICLE
IV


 


DISTRIBUTIONS; ACCOUNTS;


STATEMENTS TO THE certificateholder


AND THE noteHOLDERs


 


SECTION 4.1 Establishment of Accounts.
(a) The Servicer shall cause to be established:


 


		(i)	For the benefit of the Noteholders, in the name of the Indenture
                                                             Trustee, an Eligible Account (the “Collection Account”),
                                                             bearing a designation clearly indicating that the funds deposited
                                                             therein are held for the benefit of the Noteholders, which Eligible
                                                             Account shall be established by and maintained with the Indenture
                                                             Trustee or its designee. No checks shall be issued, printed or honored
                                                             with respect to the Collection Account.



 


		(ii)	For the benefit of the Noteholders, in the name of the Indenture
                                                              Trustee, an Eligible Account (the “Principal Distribution
                                                              Account”), which may be a subaccount of the Collection
                                                              Account, bearing a designation clearly indicating that the funds
                                                              deposited therein are held for the benefit of the Noteholders, which
                                                              Eligible Account shall be established by and maintained with the
                                                              Indenture Trustee or its designee. No checks shall be issued, printed
                                                              or honored with respect to the Principal Distribution Account.



 


		(iii)	For the benefit of the Noteholders, in the name of the Indenture
                                                               Trustee, an Eligible Account (the “Reserve Account”),
                                                               bearing a designation clearly indicating that the funds deposited
                                                               therein are held for the benefit of the Noteholders, which Eligible
                                                               Account shall be established by and maintained with the Indenture
                                                               Trustee or its designee. No checks shall be issued, printed or
                                                               honored with respect to the Reserve Account.



 


(b) Funds on deposit in the Collection Account
and the Reserve Account (collectively, with the Principal Distribution Account, the “Trust Accounts”) shall
be invested by the Indenture Trustee in Permitted Investments selected in writing by the Servicer and of which the Servicer provides
notification (pursuant to standing instructions or otherwise); provided, that it is understood and agreed that neither
the Servicer, the Indenture Trustee nor the Issuer shall be liable for any loss arising from such investment in Permitted Investments.
If U.S. Bank National


 





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Association is the Indenture Trustee,
in the absence of such written investment direction, all funds shall be invested in one or more Permitted Investments in accordance
with the standing instructions most recently given by the Servicer or should that for any reason not be possible such funds shall
be retained uninvested. All such Permitted Investments shall be held by or on behalf of the Indenture Trustee as secured party
for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of
losses and investment expenses) on funds on deposit in the Collection Account shall be distributed to the Servicer as additional
servicing compensation and shall not be available to pay the distributions provided for in Section 4.4. All investments
of funds on deposit in the Trust Accounts shall mature so that such funds will be available by 10:00 a.m. New York City time on
the next Payment Date. No Permitted Investment shall be sold or otherwise disposed of prior to its scheduled maturity unless a
default occurs with respect to such Permitted Investment and the Servicer directs the Indenture Trustee in writing to dispose
of such Permitted Investment. For the avoidance of doubt, with respect to each Payment Date, any interest and other income earned
on funds in deposit in the Collection Account from the Business Day prior to such Payment Date through such Payment Date shall
be paid to the Servicer.


 


(c) The Indenture Trustee shall possess
all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof and
all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts
shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any
Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee in writing (unless such
Trust Account is an account with the Indenture Trustee) and within 10 Business Days (or any longer period if the Rating Agency
Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as
an Eligible Account and shall direct the Indenture Trustee to transfer any cash and/or any investments to such new Trust Account.


 


(d) With respect to the Trust Account Property,
the parties hereto agree that:


 


		(i)	any Trust Account Property that consists of uninvested funds
                                                             shall be held solely in Eligible Accounts and, except as otherwise
                                                             provided herein, each such Eligible Account shall be subject to the
                                                             exclusive custody and control of the Indenture Trustee, and, except
                                                             as otherwise provided in the Transaction Documents, the Indenture
                                                             Trustee or its designee shall have sole signature authority with
                                                             respect thereto;



 


		(ii)	any Trust Account Property that constitutes Physical Property
                                                              shall be delivered to the Indenture Trustee or its designee, in
                                                              accordance with paragraph (a) of the definition of “Delivery”
                                                              and shall be held, pending maturity or disposition, solely by the
                                                              Indenture Trustee or any such designee;



 


		(iii)	any Trust Account Property that is an “uncertificated
                                                               security” under Article 8 of the UCC and that is not governed
                                                               by clause (iv) below shall be delivered to the Indenture
                                                               Trustee or its designee in accordance with paragraph (c)
                                                               of the definition of “Delivery” and shall be maintained
                                                               by



 





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			the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture
                                                                            Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; and



 


		(iv)	any Trust Account Property that is an uncertificated security
                                                              that is a “book-entry security” (as such term is defined
                                                              in Federal Reserve Bank Operating Circular No. 7) held in a securities
                                                              account at a Federal Reserve Bank and eligible for transfer through
                                                              the Fedwire® Securities Service operated by the Federal
                                                              Reserve System pursuant to Federal book-entry regulations shall
                                                              be delivered in accordance with paragraph (b) of the definition
                                                              of “Delivery” and shall be maintained by the Indenture
                                                              Trustee or its designee or a securities intermediary (as such term
                                                              is defined in Section 8-102(a)(14) of the UCC) acting solely for
                                                              the Indenture Trustee or such designee, pending maturity or disposition,
                                                              through continued book-entry registration of such Trust Account
                                                              Property as described in such paragraph.



 


(e) Except for the Collection Account, the
Reserve Account and the Principal Distribution Account, there are no accounts required to be maintained under the Transaction
Documents.


 


SECTION 4.2 Remittances. The Servicer
shall deposit an amount equal to all Collections into the Collection Account within two Business Days after identification; provided,
however, that if the Monthly Remittance Condition is satisfied, then the Servicer shall not be required to deposit into
the Collection Account an amount equal to the Collections received during any Collection Period until 3:00 p.m., New York City
time, on the Business Day prior to the related Payment Date. The “Monthly Remittance Condition” shall be deemed
to be satisfied if (i) the Bank or one of its Affiliates is the Servicer, (ii) no Servicer Replacement Event has occurred and
is continuing and (iii) USAA Capital Corporation has a short-term debt rating of at least “P1” from Moody’s
and “A1” from Standard & Poor’s. Notwithstanding the foregoing, the Servicer may remit Collections to the
Collection Account on any other alternate remittance schedule (but not later than the related Payment Date) if the Rating Agency
Condition is satisfied with respect to such alternate remittance schedule. Pending deposit into the Collection Account, Collections
may be commingled and used by the Servicer at its own risk and are not required to be segregated from its own funds. The Indenture
Trustee shall not be deemed to have knowledge of any event or circumstance included in the definition of Monthly Remittance Condition
that would require early remittance of such funds unless a Responsible Officer of the Indenture Trustee has actual knowledge thereof.


 


SECTION 4.3 Additional Deposits and
Payments. (a) On each Payment Date, the Servicer and the Seller will deposit into the Collection Account the aggregate
Repurchase Price with respect to Repurchased Receivables purchased by the Servicer pursuant to Section 3.6 or the
Seller pursuant to Section 2.3, respectively, on such Payment Date and the Servicer will deposit (or will cause the
applicable purchaser to deposit) into the Collection Account all amounts, if any, to be paid under Section 8.1 in
connection with the Optional Purchase. All such deposits with respect to a Payment Date will be made, in immediately
available funds by 3:00


 





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p.m., New York City time, on the Business
Day prior to such Payment Date related to such Collection Period.


 


(b) The Servicer will calculate the Reserve
Account Excess Amount for each Payment Date and instruct the Indenture Trustee to, on each Payment Date, withdraw from the Reserve
Account the Reserve Account Excess Amount, if any, for such Payment Date and deposit such amount in the Collection Account.


 


(c) The Servicer will calculate the Reserve
Account Draw Amount for each Payment Date and instruct the Indenture Trustee to, on the Payment Date relating to each Collection
Period, withdraw from the Reserve Account the Reserve Account Draw Amount and deposit such amount in the Collection Account.


 


(d) On the Closing Date the Seller will
deposit (or cause to be deposited) into the Reserve Account an amount equal to the Initial Reserve Account Deposit Amount.


 


SECTION 4.4 Distributions.


 


(a) Subject to Article V of the Indenture,
on each Payment Date, the Indenture Trustee (solely based on information contained in, and as directed by, the Servicer’s
Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits
and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account
for such Payment Date, in the following order of priority:


 


		(i)	first,
                                         to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior
                                         Collection Periods;



 


		(ii)	second,
                                         pro rata based on amounts due, to the Class A Noteholders, the Accrued Class A Note Interest
                                         for the related Interest Period; provided, that if there are not sufficient funds
                                         available to pay the entire amount of the Accrued Class A Note Interest, the amounts
                                         available will be applied to the payment of such interest on the Class A Notes on a pro
                                         rata basis;



 


		(iii)	third,
                                         to the Principal Distribution Account for distribution to the Noteholders pursuant to
                                         Section 8.2(c) of the Indenture, the First Allocation of Principal, if any;



 


		(iv)	fourth,
                                         to the Class B Noteholders, the Accrued Class B Note Interest for the related Interest
                                         Period;



 


		(v)	fifth,
                                         to the Principal Distribution Account for distribution to the Noteholders in accordance
                                         with Section 8.2(c) of the Indenture, the Second Allocation of Principal, if any;



 


		(vi)	sixth,
                                         to the Reserve Account, any additional amounts required to increase the amount
                                         in the Reserve Account up to the Specified Reserve Account Balance;



 





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		(vii)	seventh,
                                         to the Principal Distribution Account for distribution to the Noteholders in accordance
                                         with Section 8.2(c) of the Indenture, the Regular Allocation of Principal, if
                                         any;



 


		(viii)	eighth,
                                         to the Owner Trustee and the Indenture Trustee, fees, expenses and indemnification amounts
                                         due and owing under this Agreement, the Trust Agreement and the Indenture, as applicable,
                                         which have not been previously paid;



 


		(ix)	ninth,
                                         to the Servicer, legal expenses and costs incurred pursuant to Section 6.4(b);
                                         and



 


		(x)	tenth,
                                         to or at the direction of the Certificateholder, any funds remaining.



 


Notwithstanding any other provision of this Section 4.4,
following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes,
the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture.


 


(b) After the payment in full of the Notes
and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions
provided from time to time by the Certificateholder.


 


SECTION 4.5 Net Deposits. If the
Monthly Remittance Condition is satisfied, the Servicer shall be permitted to deposit into the Collection Account only the net
amount distributable to Persons other than the Servicer and its Affiliates on the Payment Date. The Servicer shall, however, account
as if all of the deposits and distributions described herein were made individually.


 


SECTION 4.6 Statements to Certificateholder
and Noteholders. On or before each Determination Date, the Servicer shall deliver to the Indenture Trustee, each Paying Agent
and the Rating Agencies, and the Indenture Trustee shall make available on its website, as described below to the Issuer and to
each Noteholder of record as of the most recent Record Date, a statement setting forth for the Collection Period and Payment Date
relating to such Determination Date the following information (to the extent applicable):


 


(a) the aggregate amount being paid on such
Payment Date in respect of interest on and principal of each Class of Notes;


 


(b) the Class A-1 Note Balance, the Class
A-2 Note Balance, the Class A-3 Note Balance, the Class A-4 Note Balance and the Class B Note Balance in each case after giving
effect to payments on such Payment Date;


 


(c) (i) the amount on deposit in the Reserve
Account as of the beginning and end of the related Collection Period, (ii) the Specified Reserve Account Balance for such Payment
Date, (iii) the amount deposited in the Reserve Account in respect of such Payment Date, if any, (iv) the Reserve Account Draw
Amount and the Reserve Account Excess Amount, if any, to be withdrawn from the Reserve Account on such Payment Date, (v) the balance
on deposit in the


 





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Reserve Account on such Payment Date after
giving effect to withdrawals therefrom and deposits thereto in respect of such Payment Date and (vi) the change in such balance
from the immediately preceding Payment Date;


 


(d) the First Allocation of Principal, the
Second Allocation of Principal and the Regular Allocation of Principal for such Payment Date;


 


(e) the Net Pool Balance and the Principal
Factor as of the close of business on the last day of the preceding Collection Period;


 


(f) the amount of the Servicing Fee to be
paid to the Servicer with respect to the related Collection Period and the amount of any unpaid Servicing Fees;


 


(g) the amount of the Class A Noteholders’
Interest Carryover Shortfall and the Class B Noteholders’ Interest Carryover Shortfall, if any, on such Payment Date and
the change in such amounts from the preceding Payment Date;


 


(h) the aggregate Repurchase Price with
respect to Repurchased Receivables with respect to the related Collection Period; and


 


(i) the amount of Collections for the related
Collection Period.


 


No disbursements shall
be made directly by the Servicer to a Noteholder, and the Servicer shall not be required to maintain any investor record relating
to the posting of disbursements or otherwise.


 


The Indenture Trustee
will make available via the Indenture Trustee’s internet website all reports or notices required to be provided by the Indenture
Trustee under this Section 4.6. Any information that is disseminated in accordance with the provisions of this Section
4.6 shall not be required to be disseminated in any other form or manner; provided, however, any such information
that must be delivered to the Rating Agencies under this Section 4.6 shall be sent by the Servicer by electronic mail to
each Rating Agency. The Indenture Trustee will make no representations or warranties as to the accuracy or completeness of such
documents and will assume no responsibility therefor.


 


The Indenture Trustee’s
internet website shall be initially located at www.usbank.com/abs or at such other address as shall be specified by the Indenture
Trustee from time to time in writing to the Noteholders, the Servicer, the Issuer or any Paying Agent. The Indenture Trustee will
forward a hard copy of the reports or notices required to be provided by the Indenture Trustee under this Section 4.6 to
each Noteholder promptly after it becomes aware that the reports or notices are not accessible on its internet website. In connection
with providing access to the Indenture Trustee’s internet website, the Indenture Trustee may require registration and the
acceptance of a disclaimer. The Indenture Trustee shall not be liable for the dissemination of information in accordance with
this Agreement.


 


SECTION 4.7 No Duty to Confirm. The
Indenture Trustee shall have no duty or obligation to verify or confirm the accuracy of any of the information or numbers set
forth in the


 





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Servicer’s Certificate delivered by
the Servicer to the Indenture Trustee, and the Indenture Trustee shall be fully protected in relying upon such Servicer’s
Certificate.


 


ARTICLE
V



THE SELLER


 


SECTION 5.1 Representations and Warranties
of Seller. The Seller makes the following representations and warranties as of the Closing Date on which the Issuer will be
deemed to have relied in acquiring the Transferred Assets. The representations and warranties speak as of the execution and delivery
of this Agreement and will survive the conveyance of the Transferred Assets to the Issuer pursuant to this Agreement and the pledge
thereof by the Issuer to the Indenture Trustee pursuant to the Indenture:


 


(a) Existence and Power. The Seller
is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material
respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary
licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the
Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables
or any other part of the Transferred Assets.


 


(b) Authorization and No Contravention.
The execution, delivery and performance by the Seller of each Transaction Document to which it is a party (i) have been duly authorized
by all necessary limited liability company action on the part of the Seller and (ii) do not contravene or constitute a default
under (A) any applicable law, rule or regulation, (B) its organizational documents or (C) any material agreement, contract, order
or other instrument to which it is a party or its property is subject (other than violations which do not affect the legality,
validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely
affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documents).


 


(c) No Consent Required. No approval
or authorization by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance
by the Seller of any Transaction Document other than (i) UCC filings, (ii) approvals and authorizations that have previously been
obtained and filings that have previously been made and (iii) approvals, authorizations or filings which, if not obtained or made,
would not have a material adverse effect on the enforceability or collectibility of the Receivables or any other part of the Transferred
Assets or would not materially and adversely affect the ability of the Seller to perform its obligations under the Transaction
Documents.


 


(d) Binding Effect. Each Transaction
Document to which the Seller is a party constitutes the legal, valid and binding obligation of the Seller enforceable against
the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally and, if applicable,
the rights of creditors of limited liability companies from time to time in effect or by general principles of equity.


 





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(e) Lien Filings. The Seller is not
aware of any material judgment, ERISA or tax lien filings against the Seller.


 


(f) No Proceedings. There are no
actions, suits or Proceedings pending or, to the knowledge of the Seller, threatened against the Seller before or by any Governmental
Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii)
seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any
of the other Transaction Documents, (iii) seek any determination or ruling that would materially and adversely affect the performance
by the Seller of its obligations under this Agreement or any of the other Transaction Documents or the collectibility or enforceability
of the Receivables, or (iv) relate to the Seller that would materially and adversely affect the federal or Applicable Tax State
income, excise, franchise or similar tax attributes of the Notes.


 


SECTION 5.2 Liability of Seller; Indemnities.
The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller
under this Agreement, and hereby agrees to the following:


 


(a) The Seller shall indemnify, defend,
and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees
and agents from and against any claim, loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance,
bad faith, or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations
and duties under this Agreement and (ii) the Seller’s violation of federal or State securities laws in connection with the
registration or the sale of the Notes.


 


(b) The Seller will pay any and all taxes
levied or assessed upon the Issuer or upon all or any part of the Trust Estate.


 


(c) Indemnification under this Section
5.2 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination of this Agreement
and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller has made
any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter
collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without interest.


 


(d) The Seller’s obligations under
this Section 5.2 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent
that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of
the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement,
acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee
or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any
such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable
provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision


 





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having similar effect under the
Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee further acknowledges and agrees
that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible
payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other
Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not
any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or
application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the
payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a
subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture
Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section
5.2(d) and the terms of this Section 5.2(d) may be enforced by an action for specific performance. The provisions
of this Section 5.2(d) will be for the third party benefit of those entitled to rely thereon and will survive the
termination of this Agreement.


 


SECTION 5.3 Merger or Consolidation of,
or Assumption of the Obligations of, Seller. Any Person (i) into which the Seller may be merged or consolidated, (ii) resulting
from any merger, conversion, or consolidation to which the Seller is a party, (iii) succeeding to the business of the Seller,
or (iv) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or
indirectly by United Services Automobile Association or which is United Services Automobile Association, which Person in any of
the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, will be
the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part
of any of the parties to this Agreement. The Seller shall provide notice of any merger, conversion, consolidation, or succession
pursuant to this Section 5.3 to the Rating Agencies.


 


SECTION 5.4 Limitation on Liability of
Seller and Others. The Seller and any officer or employee or agent of the Seller may rely in good faith on the advice of counsel
or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder.
The Seller will not be under any obligation to appear in, prosecute, or defend any legal action that is not incidental to its
obligations under this Agreement, and that in its opinion may involve it in any expense or liability.


 


SECTION 5.5 Seller May Own Notes.
The Seller, and any Affiliate of the Seller, may in its individual or any other capacity become the owner or pledgee of Notes
with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as otherwise expressly provided
herein or in the other Transaction Documents. Except as set forth herein or in the other Transaction Documents, Notes so owned
by the Seller or any such Affiliate will have an equal and proportionate benefit under the provisions of this Agreement and the
other Transaction Documents, without preference, priority, or distinction as among all of the Notes. Unless all Notes are owned
by the Issuer, the Seller, the Servicer, the Administrator or any of their respective Affiliates, any Notes owned by the Issuer,
the Seller, the Servicer, the Administrator or any of their respective Affiliates shall be disregarded with respect to the determination
of any request, demand, authorization, direction, notice, consent, vote or waiver hereunder or under any other Transaction Document.


 


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SECTION 5.6 Sarbanes-Oxley Act Requirements.
To the extent any documents are required to be filed or any certification is required to be made with respect to the Issuer or
the Notes pursuant to the Sarbanes-Oxley Act, the Issuer hereby authorizes the Servicer and the Seller, or either of them, to
prepare, sign, certify and file any such documents or certifications on behalf of the Issuer.


 


SECTION 5.7 Compliance with Organizational
Documents. The Seller shall comply with its limited liability company agreement and other organizational documents.


 


SECTION 5.8 Perfection Representations,
Warranties and Covenants. The Seller hereby makes the perfection representations, warranties and covenants attached hereto
as Exhibit B to the Issuer and the Indenture Trustee and the Issuer shall be deemed to have relied on such representations,
warranties and covenants in acquiring the Transferred Assets.


 


ARTICLE
VI



THE SERVICER


 


SECTION 6.1 Representations of Servicer.
The Servicer makes the following representations and warranties as of the Closing Date on which the Issuer will be deemed to have
relied in acquiring the Transferred Assets. The representations and warranties speak as of the execution and delivery of this
Agreement and will survive the conveyance of the Transferred Assets to the Issuer pursuant to this Agreement and the pledge thereof
by the Issuer to the Indenture Trustee pursuant to the Indenture:


 


(a) Existence and Power. The Servicer
is a federally chartered savings association validly existing and in good standing under the laws of the United States and has,
in all material respects, all power and authority to carry on its business as it is now conducted. The Servicer has obtained all
necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability
of the Servicer to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the
Receivables or any other part of the Transferred Assets.


 


(b) Authorization and No Contravention.
The execution, delivery and performance by the Servicer of the Transaction Documents to which it is a party (i) have been duly
authorized by all necessary action on the part of the Servicer and (ii) do not contravene or constitute a default under (A) any
applicable law, rule or regulation, (B) its organizational documents or (C) any material agreement, contract, order or other instrument
to which it is a party or its property is subject (other than violations which do not affect the legality, validity or enforceability
of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions
contemplated by, or the Servicer’s ability to perform its obligations under, the Transaction Documents).


 


(c) No Consent Required. No approval
or authorization by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance
by the Servicer of any Transaction Document other than (i) UCC filings, (ii) approvals and authorizations that have previously
been obtained and filings that have previously been made and


 





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(iii) approvals, authorizations or filings
which, if not obtained or made, would not have a material adverse effect on the enforceability or collectibility of the Receivables
or would not materially and adversely affect the ability of the Servicer to perform its obligations under the Transaction Documents.


 


(d) Binding Effect. Each Transaction
Document to which the Servicer is a party constitutes the legal, valid and binding obligation of the Servicer enforceable against
the Servicer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally and,
if applicable, the rights of creditors of federal savings associations from time to time in effect or by general principles of
equity.


 


(e) No Proceedings. There are no
actions, suits or Proceedings pending or, to the knowledge of the Servicer, threatened against the Servicer before or by any Governmental
Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii)
seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any
of the other Transaction Documents, (iii) seek any determination or ruling that would materially and adversely affect the performance
by the Servicer of its obligations under this Agreement or any of the other Transaction Documents, or (iv) relate to the Servicer
that would materially and adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes
of the Notes.


 


(f) Fidelity Bond. The Servicer shall
not be required to maintain a fidelity bond or errors and omissions policy.


 


SECTION 6.2 Indemnities of Servicer.
The Servicer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer
under this Agreement, and hereby agrees to the following:


 


(a) The Servicer will defend, indemnify
and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholder and the Seller
from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use,
ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle.


 


(b) The Servicer will indemnify, defend
and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees
and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions
contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general
corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes
asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original
sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income
taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses
in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs,


 





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expenses, losses, claims, damages or liabilities
due to the credit risk of the Obligor and for which reimbursement would constitute recourse for uncollectible Receivables.


 


(c) The Servicer will indemnify, defend
and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees
and agents and the Seller from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent
that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon any such Person through, the negligence,
willful misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement or any other Transaction
Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations
and duties under this Agreement or any other Transaction Document to which it is a party; provided, however, that
the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities arising from its breach of any
covenant for which the repurchase of the affected Receivables is specified as the sole remedy pursuant to Section 3.6.


 


(d) The Servicer will compensate and indemnify
the Owner Trustee to the extent and subject to the conditions set forth in Sections 8.1 and 8.2 of the Trust Agreement.
The Servicer will compensate and indemnify the Indenture Trustee to the extent and subject to the conditions set forth in Section
6.7 of the Indenture, except to the extent that any cost, expense, loss, claim, damage or liability arises out of or is incurred
in connection with the performance by the Indenture Trustee of the duties of a successor Servicer hereunder.


 


(e) Indemnification under this Section
6.2 by the Bank (or any successor thereto pursuant to Section 6.6 or Section 7.1) as Servicer, with respect
to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person
as Servicer as well as the termination of this Agreement and the Trust Agreement or the resignation or removal of the Owner Trustee
or the Indenture Trustee and will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer
has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made
thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Servicer, without interest.


 


(f) Neither the Servicer nor any of the
directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer, the Noteholders or the
Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action
pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the
Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith
in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of
negligence in the performance of its duties under this Agreement. The Servicer and any director, officer or employee or agent
of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate
of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.


 





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The provisions of this Section 6.2
shall survive termination of this Agreement and satisfaction and discharge of the Indenture.


 


SECTION 6.3 Merger or Consolidation of,
or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer may be merged or consolidated, (ii)
resulting from any merger, conversion, or consolidation to which the Servicer is a party, (iii) succeeding to the business of
the Servicer or (iv) 50% or more of the equity of which is owned, directly or indirectly, by the United Services Automobile Association,
which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under
this Agreement, will be the successor to the Servicer under this Agreement without the execution or filing of any paper or any
further act on the part of any of the parties to this Agreement. The Servicer shall provide prior notice of the effective date
of any merger, conversion, consolidation or succession pursuant to this Section 6.3 to the Rating Agencies, the Indenture
Trustee and the Seller. The Servicer shall provide the Seller in writing such information as reasonably requested by the Seller
to comply with its Exchange Act reporting obligations with respect to a successor Servicer.


 


SECTION 6.4 Limitation on Liability of
Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer
will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholder,
except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this
Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any
such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance
of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this
Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The
Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on
any Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the
proper party in respect of any matters arising under this Agreement.


 


(b) Except as provided in this Agreement,
the Servicer will not be under any obligation to appear in, prosecute, or defend any legal action that is not incidental to its
duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or
liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or
desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders
and the Certificateholder under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting
therefrom will be expenses, costs and liabilities of the Issuer, and the Servicer shall be entitled to be reimbursed therefor.
Any amounts due the Servicer pursuant to this subsection shall be payable on a Payment Date in accordance with Section 4.4(a).


 


SECTION 6.5 Delegation of Duties.
The Servicer may, at any time without notice or consent, delegate (a) any or all of its duties (including, without limitation,
its duties as custodian) under the Transaction Documents to any of its Affiliates or (b) specific duties (including, without


 





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limitation, its duties as custodian) to sub-contractors
who are in the business of performing such duties; provided, that no such delegation shall relieve the Servicer of its
responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuer and the Indenture
Trustee for its duties hereunder as if the Servicer alone were performing such duties. For any servicing activities delegated
to third parties in accordance with this Section 6.5, the Servicer shall follow such policies and procedures to monitor
the performance of such third parties and compliance with such servicing activities as the Servicer follows with respect to comparable
motor vehicle receivables serviced by the Servicer for its own account.


 


SECTION 6.6 The Bank Not to Resign as
Servicer. Subject to the provisions of Sections 6.3 and 6.5, the Bank will not resign from the obligations and
duties hereby imposed on it as Servicer under this Agreement except upon determination that the performance of its duties under
this Agreement is no longer permissible under applicable law. Notice of any such determination permitting the resignation of the
Bank will be communicated to the Issuer and the Indenture Trustee at the earliest practicable time (and, if such communication
is not in writing, will be confirmed in writing at the earliest practicable time) and any such determination will be evidenced
by an Opinion of Counsel to such effect delivered to the Issuer and the Indenture Trustee concurrently with or promptly after
such notice. No such resignation will become effective until a successor Servicer has (i) assumed the responsibilities and obligations
of the Bank as Servicer and (ii) provided in writing the information reasonably requested by the Seller to comply with its reporting
obligations under the Exchange Act with respect to a replacement Servicer.


 


SECTION 6.7 Servicer May Own Notes.
The Servicer, and any Affiliate of the Servicer, may, in its individual or any other capacity, become the owner or pledgee of
Notes with the same rights as it would have if it were not the Servicer or an Affiliate thereof, except as otherwise expressly
provided herein or in the other Transaction Documents. Except as set forth herein or in the other Transaction Documents, Notes
so owned by or pledged to the Servicer or such Affiliate will have an equal and proportionate benefit under the provisions of
this Agreement, without preference, priority or distinction as among all of the Notes.


 


ARTICLE
VII



REPLACEMENT OF SERVICER


 


SECTION 7.1 Replacement of Servicer.


 


(a) If a Servicer Replacement Event shall
have occurred and be continuing, the Indenture Trustee may or, at the direction of 662⁄3% of the Note Balance of the Controlling
Class shall, by notice given to the Servicer, the Owner Trustee, the Issuer, the Administrator and the Noteholders, terminate
the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is
terminated pursuant to this Section 7.1 or resigns as Servicer pursuant to Section 6.6 with respect to servicing
the Receivables, the Indenture Trustee, acting at the direction of 662⁄3% of the Note Balance of the Controlling Class, shall
appoint a successor Servicer. Upon the Servicer’s receipt of notice of termination the predecessor Servicer will continue
to perform its functions as Servicer under this Agreement only until the date specified in such termination notice or, if no such
date is specified in such


 





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termination notice, until receipt of such
notice. If a successor Servicer has not been appointed at the time when the predecessor Servicer ceases to act as Servicer in
accordance with this Section 7.1, the Indenture Trustee without further action will automatically be appointed the successor
Servicer. Notwithstanding the above, the Indenture Trustee, if it is legally unable or is unwilling to so act, will appoint, or
petition a court of competent jurisdiction to appoint a successor Servicer. Any successor Servicer shall be an established institution
having a net worth of not less than $100,000,000 and whose regular business includes the servicing of comparable motor vehicle
receivables having an aggregate outstanding principal amount of not less than $50,000,000.


 


(b) Noteholders holding not less than a
majority of the Note Balance of the Controlling Class may waive any Servicer Replacement Event. Upon any such waiver, such Servicer
Replacement Event shall cease to exist and be deemed to have been cured and not to have occurred for every purpose of this Agreement,
but no such waiver shall extend to any prior, subsequent or other Servicer Replacement Event or impair any right consequent thereto.


 


(c) If replaced, the Servicer agrees that
it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to
a successor Servicer. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities
and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration
by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer,
in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect
to the Collateral. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Collateral
in such electronic form as the Successor Servicer may reasonably request and (ii) any Receivable Files in the Servicer’s
possession. The Servicer will provide access to the Receivable Files, and the related accounts records, and computer systems maintained
by the Servicer at such times as the Success Servicer direct, but only upon reasonable notice and during normal business hours,
which do not unreasonably interfere with the Servicer’s normal operations, at the respective offices of the Servicer. All
reasonable costs and expenses incurred in connection with transferring the Receivable Files to the successor Servicer and all
other reasonable costs and expenses incurred in connection with the transfer to the successor Servicer related to the performance
by the Servicer hereunder will be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs
and expenses.


 


(d) Upon the effectiveness of the assumption
by the successor Servicer of its duties pursuant to this Section 7.1, the successor Servicer shall be the successor in
all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject
to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor
Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 6.2(e).
In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf
of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer,
whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer


 





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shall resign or be relieved of its duties
under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed
the responsibilities and obligations of the resigning or terminated Servicer under this Agreement.


 


(e) In connection with such appointment,
the Indenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and
such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount
paid to the predecessor Servicer under this Agreement.


 


SECTION 7.2 Notification to Noteholders.
Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article VII, the Indenture Trustee
will give prompt (but in any event, within (5) Business Days of such termination or appointment) written notice thereof to the
Owner Trustee, the Issuer, the Administrator and to the Noteholders at their respective addresses of record.


 


ARTICLE
VIII



OPTIONAL PURCHASE


 


SECTION 8.1 Optional Purchase of Trust
Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to
designate one or more other persons to purchase) some or all of the Receivables from the Issuer on any Payment Date if both of
the following conditions are satisfied: (a) the Net Pool Balance as of the last day of the related Collection Period has declined
to 10% or less of the Net Pool Balance as of the Cut-Off Date and (b) the sum of the Optional Purchase Price and Available Funds
for such Payment Date would be sufficient to pay (x) the amounts required to be paid under clauses first through fifth
of Section 4.4(a) and (y) the Outstanding Note Balance (after giving effect to the payments described in the preceding
clause (x)). The aggregate purchase price for the Receivables (the “Optional Purchase Price”) shall equal the
lesser of (x) the aggregate principal amounts of the Receivables (assuming that Receivables that were more than 30 days past due
as of the last day of the related Collection Period have a principal balance of zero) and (y) the fair market value of the Receivables
(assuming that Receivables that were more than 30 days past due as of the last day of the related Collection Period have a fair
market value of zero), which amount shall be deposited by or at the direction of the Servicer into the Collection Account on the
Redemption Date. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not
in part on the related Payment Date for the Redemption Price. Upon any such Optional Purchase, any funds remaining in the Reserve
Account will be distributed to or at the direction of the Certificateholder.


 





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ARTICLE
IX



MISCELLANEOUS PROVISIONS


 


SECTION 9.1 Amendment.


 


(a) Any term or provision of this Agreement
may be amended by the Seller and the Servicer, without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner
Trustee or any other Person subject to the satisfaction of one of the following conditions:


 


		(i)	the Seller or the Servicer delivers to the Indenture Trustee (a) an Opinion of Counsel to the effect that such amendment will
not materially and adversely affect the interests of the Noteholders and (b) Officer’s Certificate of the Seller or Servicer,
respectively, to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or



 


		(ii)	the Rating Agency Condition is satisfied with respect to such amendment and the Seller or the Servicer notifies the Indenture
Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment.



 


(b) This Agreement (including Appendix
A) may also be amended from time to time by the Seller, the Servicer and the Indenture Trustee, with the consent of the Noteholders
evidencing not less than a majority of the Outstanding Note Balance of the Controlling Class, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of
the Noteholders; provided, that no such amendment shall (i) reduce the interest rate or principal amount of any Note or
change or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the
percentage of the Note Balance, the Holders of which are required to consent to any matter without the consent of the Holders of
at least the percentage of the Note Balance which were required to consent to such matter before giving effect to such amendment;
provided, further, that in the case of any amendment pursuant to this Section 9.1(b), the Indenture Trustee
may not agree to any such amendment if such amendment failed to comply with the requirements of Section 9.2 of the Indenture.
It will not be necessary for the consent of Noteholders to approve the particular form of any proposed amendment or consent, but
it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents
of Noteholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders will
be subject to such reasonable requirements as the Indenture Trustee may prescribe, including the establishment of record dates
pursuant to the Note Depository Agreement.


 


(c) Prior to the execution of any amendment
pursuant to this Section 9.1, the Servicer shall provide written notification of the substance of such amendment to each
Rating Agency; and promptly after the execution of any such amendment or consent, the Servicer shall furnish a copy of such amendment
or consent to each Rating Agency and the Indenture Trustee; provided, that no amendment pursuant to this Section 9.1
shall be effective which affects the rights,


 





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protections or duties of the Indenture Trustee
or the Owner Trustee without the prior written consent of such Person (which consent shall not be unreasonably withheld or delayed).


 


(d) Prior to the execution of any amendment
to this Section 9.1, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon
an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions
precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee and the Indenture Trustee may,
but shall not be obligated to, enter into or execute on behalf of the Issuer any such amendment which adversely affects the Owner
Trustee’s or the Indenture Trustee’s, as applicable, own rights, privileges, indemnities, duties or obligations under
this Agreement.


 


SECTION 9.2 Protection of Title.


 


(a) The Seller shall authorize and file
such financing statements and cause to be authorized and filed such continuation and other statements, all in such manner and in
such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and the Indenture Trustee
under this Agreement in the Receivables. The Seller shall deliver (or cause to be delivered) to the Issuer and the Indenture Trustee
file-stamped copies of, or filing receipts for, any document filed as provided above.


 


(b) The Seller shall notify the Issuer
and the Indenture Trustee in writing within ten (10) days following the occurrence of (i) any change in the Seller’s organizational
structure as a limited liability company, (ii) any change in the Seller’s “location” (within the meaning of Section
9-307 of the UCC of all applicable jurisdictions) and (iii) any change in the Seller’s name and shall have taken all action
prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change,
if it is not possible to take such action in advance) reasonably necessary or advisable to amend all previously filed financing
statements or continuation statements described in paragraph (a) above.


 


(c) The Servicer shall maintain (or shall
cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable
accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including
payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries
on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such
Receivable.


 


(d) The Servicer shall maintain (or shall
cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of
the Receivables, the master computer records (including any backup archives, it being understood that any such backup archives
may not reflect such interest until thirty-five (35) days after the applicable changes are made to such master computer records)
that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned
by the Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the Issuer’s interest
in a Receivable shall not be deleted from or modified on such computer


 


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systems until, and only until, the related
Receivable shall have been paid in full, repurchased by the Seller pursuant to Section 2.3 hereof, repurchased by the Bank
pursuant to Section 3.3 of the Purchase Agreement or purchased by the Servicer in accordance with Section 3.6 hereof.


 


(e) If at any time the Servicer shall
propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective
purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer
tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to
any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the
Indenture Trustee.


 


(f) The Servicer, upon receipt of reasonable
prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business
hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to
the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any Sub-Servicer’s) records
regarding any Receivable.


 


(g) Upon request, the Servicer shall furnish
to the Issuer or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of
Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the Servicer’s Certificates furnished
before such request indicating removal of Receivables from the Issuer.


 


SECTION 9.3 Other Liens or Interests.
Except for the conveyances and grants of security interests pursuant to this Agreement and the other Transaction Documents, the
Seller shall not sell, pledge, assign or transfer the Receivables or other property transferred to the Issuer to any other Person,
or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on any interest therein, and the Seller
shall defend the right, title and interest of the Issuer in, to and under such Receivables and other property transferred to the
Issuer against all claims of third parties claiming through or under the Seller.


 


SECTION 9.4 Transfers Intended as Sale;
Security Interest.


 


(a) Each of the parties hereto expressly
intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales and transfers
rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further
the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s
estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related
Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller,
except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended
to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to
the collectibility of the Receivables.


 


(b) Notwithstanding the foregoing, in
the event that the Receivables and other Transferred Assets are held to be property of the Seller, or if for any reason this Agreement
is


 


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held or deemed to create indebtedness or a
security interest in the Receivables and other Transferred Assets, then it is intended that:


 


		(i)	This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the
UCC of any other applicable jurisdiction;



 


		(ii)	The conveyance provided for in Section 2.1 shall be deemed to be a grant by the Seller, and the Seller hereby grants,
to the Issuer a security interest in all of its right (including the power to convey title thereto), title and interest, whether
now owned or hereafter acquired, in and to the Receivables and other Transferred Assets, to secure such indebtedness and the performance
of the obligations of the Seller hereunder;



 


		(iii)	The possession by the Issuer, or the Servicer as the Issuer’s agent, of the Receivable Files and any other property as
constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party”
or possession by the purchaser or a Person designated by such purchaser, for purposes of perfecting the security interest pursuant
to the New York UCC and the UCC of any other applicable jurisdiction; and



 


		(iv)	Notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of
the Issuer for the purpose of perfecting such security interest under applicable law.



 


SECTION 9.5 Notices, Etc. All demands,
notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class
United States mail, postage prepaid, hand delivery, prepaid courier service, by facsimile or, if so provided on Schedule II
to the Sale and Servicing Agreement, by electronic transmission, and addressed in each case as specified on Schedule II
to the Sale and Servicing Agreement or at such other address as shall be designated by any of the specified addressees in a written
notice to the other parties hereto. Delivery will be deemed to have been given and made: (i) upon delivery or, in the case of a
letter mailed by registered or certified first-class United States mail, postage prepaid, three days after deposit in the mail,
(ii) in the case of a facsimile, when receipt is confirmed by telephone, reply email or reply facsimile from the recipient, (iii)
in the case of electronic transmission, when receipt is confirmed by telephone or reply email from the recipient and (iv) in the
case of an electronic posting to a password-protected website to which the recipient has been provided access, upon delivery (without
the requirement of confirmation of receipt) and notice (including email) to such recipient stating that such electronic posting
has occurred.


 


SECTION
9.6 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES


 


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THEREOF RELATING TO CONFLICTS OF LAW,
OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


SECTION
9.7 Headings. The section headings hereof have been inserted for convenience of reference only and shall not be construed
to affect the meaning, construction or effect of this Agreement.


 


SECTION 9.8 Counterparts. This
Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of
such counterparts shall together constitute but one and the same instrument.


 


SECTION 9.9 Waivers. No failure
or delay on the part of the Servicer, the Seller, the Issuer or the Indenture Trustee in exercising any power or right hereunder
(to the extent such Person has any power or right hereunder) shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.
No notice to or demand on any party hereto in any case shall entitle it to any notice or demand in similar or other circumstances.
No waiver or approval by any party hereto under this Agreement shall, except as may otherwise be stated in such waiver or approval,
be applicable to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar waiver
or approval thereafter to be granted hereunder.


 


SECTION 9.10 Entire Agreement.
The Transaction Documents contain a final and complete integration of all prior expressions by the parties hereto with respect
to the subject matter thereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter
thereof, superseding all prior oral or written understandings. There are no unwritten agreements among the parties.


 


SECTION 9.11 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held
invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this
Agreement.


 


SECTION 9.12 Binding Effect. This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall
remain in full force and effect until such time as the parties hereto shall agree.


 


SECTION 9.13 Acknowledgment and Agreement.
By execution below, the Seller expressly acknowledges and consents to the pledge, assignment and Grant of a security interest in
the Receivables and the other Transferred Assets by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit
of the Noteholders. In addition, the Seller hereby acknowledges and agrees that for so long as the Notes are outstanding, the Indenture
Trustee will


 


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have the right to exercise all powers, privileges
and claims of the Issuer under this Agreement in the event the Issuer shall fail to exercise the same.


 


SECTION 9.14 Cumulative Remedies.
The remedies herein provided are cumulative and not exclusive of any remedies provided by law.


 


SECTION 9.15 Nonpetition Covenant.
Each party hereto agrees that, prior to the date which is one year and one day after payment in full of all obligations of each
Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such party shall not authorize any
Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization
or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator,
custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to
consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding
commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its creditors generally, any
party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such party shall not commence, join with any other
Person in commencing or institute with any other Person any Proceeding against such Bankruptcy Remote Party under any bankruptcy,
reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Section 9.15
shall survive the termination of this Agreement; provided that the foregoing shall in no way limit the rights of the parties
hereto to pursue any other creditor rights or remedies that such Persons may have against the Issuer under applicable law.


 


SECTION 9.16 Submission to Jurisdiction;
Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally:


 


(a) submits for itself and its property
in any legal action or Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or
for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the
State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any
thereof;


 


(b) consents that any such action or Proceeding
may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action
or Proceeding in any such court or that such action or Proceeding was brought in an inconvenient court and agrees not to plead
or claim the same;


 


(c) agrees that service of process in
any such action or Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar
form of mail), postage prepaid, to such Person at its address determined in accordance with Section 9.5;


 


(d) agrees that nothing herein shall affect
the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction;
and


 

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(e) to the extent permitted by applicable
law, each party hereto irrevocably waives all right of trial by jury in any action, Proceeding or counterclaim based on, or arising
out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.


 


SECTION 9.17 Limitation of Liability.


 


(a) Notwithstanding anything contained
herein to the contrary, this Agreement has been executed and delivered by Wells Fargo Delaware Trust Company, National Association,
not in its individual capacity but solely as Owner Trustee, and in no event shall it have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer, the Seller or the Servicer hereunder or under the Notes or
any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all
of which recourse shall be had solely to the assets of the Issuer. Under no circumstances shall the Owner Trustee be personally
liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations,
representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this
Agreement, in the performance of its duties or obligations hereunder, the Owner Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.


 


(b) Notwithstanding anything contained
herein to the contrary, this Agreement has been executed and delivered by U.S. Bank National Association, not in its individual
capacity but solely as Indenture Trustee, and in no event shall it have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates,
notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.
Under no circumstances shall the Indenture Trustee be personally liable for the payment of any indebtedness or expense of the Issuer
or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer
under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder,
the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the
Indenture provided, that the obligations under Section 6.1(a) of the Indenture shall only be applicable to the performance
of the Indenture Trustee’s duties and obligations under the Indenture and shall not be applicable to the Indenture Trustee’s
performance hereunder.


 


SECTION 9.18 Third-Party Beneficiaries.
This Agreement shall inure to the benefit of and be binding upon the parties hereto, the Noteholders and the Certificateholder
and their respective successors and permitted assigns and the Owner Trustee shall be an express third party beneficiary hereof
and may enforce the provisions hereof as if it were a party hereto. Except as otherwise provided in this Section 9.18, no
other Person will have any right hereunder.


 


SECTION 9.19 Information Requests.
The parties hereto shall provide any information reasonably requested by the Servicer, the Issuer, the Seller or any of their Affiliates,
in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation, accounting rule or
principle.


 


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SECTION 9.20 Regulation AB. The
Servicer shall cooperate fully with the Seller and the Issuer to deliver to the Seller and the Issuer (including any of its assignees
or designees) any and all statements, reports, certifications, records and any other information necessary in the good faith determination
of the Seller or the Issuer to permit the Seller to comply with the provisions of Regulation AB and its reporting obligations under
the Exchange Act, together with such disclosures relating to the Servicer and the Receivables, or the servicing of the Receivables,
reasonably believed by the Seller to be necessary in order to effect such compliance.


 


SECTION 9.21 Information to Be Provided
by the Indenture Trustee.


 


(a)  For so long as the Seller is filing
reports under the Exchange Act with respect to the Issuer, the Indenture Trustee shall (i) on or before the fifth Business Day
of each month, notify the Seller, in writing, of any Form 10-D Disclosure Item with respect to the Indenture Trustee, together
with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Seller; provided,
however, that subject to clauses (b)(iv) and (b)(v), the Indenture Trustee shall not be required to provide
such information in the event that there has been no change to the information previously provided by the Indenture Trustee to
Seller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee
of any changes to such information, provide to the Seller, in writing, such updated information.


 


(b) As soon as available but no later
than March 15 of each calendar year for so long as the Seller is filing reports with respect to the Issuer under the Exchange Act,
commencing on March 15, 2015, the Indenture Trustee shall:


 


		(i)	deliver to the Seller a report regarding the Indenture Trustee’s assessment of compliance with the Servicing Criteria
during the immediately preceding calendar year, (or since the Closing Date in the case of the first such report) as required under
paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by a
Responsible Officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified in Exhibit C or
such other criteria as mutually agreed upon by the Seller and the Indenture Trustee;



 


		(ii)	cause a firm of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation
S-X under the Securities Act to deliver to the Seller a report for inclusion in the Seller’s filing of Exchange Act Form
10-K with respect to the Issuer that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and
delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and
2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;



 


		(iii)	deliver to the Seller and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”)
required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act) on behalf
of the Issuer or the



 


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	 	 	Seller, a back-up certification substantially
in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee; and
	 	 	 
		(iv)	deliver to the Seller the certification substantially in the form attached hereto as Exhibit E, or such other form as
is mutually agreed upon by the Seller and the Indenture Trustee regarding any affiliations or relationships (as described in Item
1119 of Regulation AB) between the Indenture Trustee and any Item 1119 Party and any Form 10-D Disclosure Item.



 


The Indenture Trustee acknowledges that the parties identified
in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing
a Sarbanes Certification and filing such with the Commission.


 


(c) The Indenture Trustee shall provide
the Seller and the Bank (each, a “Reporting Party” and, collectively, the “Reporting Parties”)
with (i) notification as soon as practicable of all demands communicated to a Responsible Officer of the Indenture Trustee for
the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable and
(ii) promptly upon written request by a Reporting Party, any other information reasonably requested by a Reporting Party that is
in the Indenture Trustee’s possession and reasonably accessible to it to facilitate compliance by the Reporting Parties with
Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”)
but in no event more than once monthly or such other quantity of requests as may be mutually agreed to by the Indenture Trustee
and the applicable Reporting Party. In no event shall the Indenture Trustee be deemed to be a “securitizer” as defined
in Section 15G(a)(1) of the Exchange Act with respect to the transactions contemplated by the Transaction Documents, nor shall
it have (A) any responsibility for making any filing required to be made by a securitizer under the Exchange Act or Regulation
AB, or (B) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume
any additional duties or responsibilities in respect to the transactions contemplated by the Transaction Documents. For purposes
of this section, a “demand” is limited to a demand for enforcement of a repurchase remedy received by the Indenture
Trustee. A demand does not include general inquiries, including investor inquiries, regarding asset performance or possible breaches
of representations or warranties.


 


SECTION 9.22 Form 8-K Filings.
So long as the Seller is filing Exchange Act Reports with respect to the Issuer, the Indenture Trustee shall promptly notify the
Seller of any Reportable Event set forth in clauses (a), (d) or (f) of the definition thereof (other than any such Reportable Event
as to which the Seller or the Servicer has actual knowledge), but in no event later than two (2) Business Days after a Responsible
Officer of the Indenture Trustee has actual knowledge of such Reportable Event and has determined, or should have reasonably determined,
that such an event constitutes a Reportable Event.


 


SECTION 9.23 Further Assurances.
The Seller and the Servicer agree to do and perform, from time to time, any and all acts and to execute any and all further instruments
required or reasonably requested by the Owner Trustee or the Indenture Trustee more fully to effect the purposes of this Agreement.


 


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SECTION 9.24 Cooperation. The parties
hereto acknowledge and agree that the purpose of Sections 9.21 and 9.22 is to facilitate compliance by the Seller
and Servicer with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Seller nor the
Servicer shall exercise its right to request delivery of information or other performance under these provisions other than in
good faith in order to comply with the Securities Act, the Exchange Act, the rules and regulations of the Commission under the
Securities Act and the Exchange Act and any comments or requests of the Commission. The Indenture Trustee acknowledges that interpretations
of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its
staff, consensus among participants in the asset-backed securities markets or consensus among counsel to the parties hereto, and
agrees to reasonably cooperate with the Seller to deliver to the Seller and Servicer such information necessary in the good faith
determination of the Seller and Servicer to permit the Seller or such Servicer to comply with the provisions of Regulation AB.


 


SECTION 9.25 Rights of the Certificateholder.
Notwithstanding anything contained herein or in any Transaction Document to the contrary, after the Notes are no longer Outstanding
following payment in full of the principal and interest on the Notes, (i) the Certificateholder will succeed to the rights of the
Noteholders under this Agreement, (ii) the Owner Trustee will succeed to the rights of, but not, without its express consent, the
obligations of the Indenture Trustee pursuant to this Agreement and (iii) the Collection Account will continue to be maintained
as set forth in Section 4.4; provided, however, the Certificateholder shall not be entitled to any payments
pursuant to Section 4.4 other than pursuant to clause tenth thereof.


 


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IN WITNESS WHEREOF, the parties have caused
this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.


 


	 	USAA ACCEPTANCE, LLC, as Seller	 
	 	 	 
	 	By: 	 	 	 
	 	Name: 	David K. Kimball	 
	 	Title:	Vice President and Treasuruer	 
	 	 	 	 
	 	USAA FEDERAL SAVINGS BANK,

as Servicer	 
	 	 	 
	 	By: 	 		 
	 	Name: 	John D. Harrell	 
	 	Title:	Vice President	 


 

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	 	USAA AUTO OWNER TRUST 2014-1,
 as Issuer	 
	 	 	 	 
	 	By:	Wells Fargo Delaware Trust Company,

National Association,

not in its individual capacity

but solely as Owner Trustee	 
	 	By: 	 	 	 
	 	Name:	 	 
	 	Title:	 	 


 




	708320802
    14443670	S-2	Sale
    and Servicing Agreement

    (USAA 2014-1)



    	 



    	



    

	 	U.S. BANK NATIONAL ASSOCIATION,
 not in its individual capacity
 but solely as Indenture Trustee	 
	 		 
	 	By: 	 	 	 
	 	Name:	 
	 	Title:	 


 

	708320802
    14443670	S-3	Sale
    and Servicing Agreement

    (USAA 2014-1)



    	 



    	



    

SCHEDULE I


 


REPRESENTATIONS AND
WARRANTIES WITH RESPECT TO THE RECEIVABLES






 


(a) Characteristics of Receivables. Each Receivable:


 


(i) has been fully and properly
executed or electronically authenticated (as defined in the UCC) by the Obligor thereto;


 


(ii) has been originated or acquired
directly by the Originator in accordance with its customary practices;


 


(iii) as of the Closing Date is
secured by a first priority validly perfected security interest in the Financed Vehicle in favor of the Originator, as secured
party, or all necessary actions have been commenced that would result in a first priority security interest in the Financed Vehicle
in favor of the Originator, as secured party, which security interest, in either case, is assignable and has been so assigned (x)
by the Bank to the Seller and (y) by the Seller to the Issuer;


 


(iv) contains customary and enforceable
provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits
of the security;


 


(v) provided, at origination,
for level periodic payments which fully amortize the initial Outstanding Principal Balance over the original term; provided,
that the amount of the first or last payment may be different but in no event more than three times the level monthly payment;


 


(vi) provides for interest at
the Contract Rate specified in the Schedule of Receivables; and


 


(vii) was originated in the United
States.


 


(b) Individual Characteristics. Each Receivable has the following individual characteristics as of the Cut-Off Date:


 


(i) each Receivable is secured
by a new or used automobile or light-duty truck;


 


(ii) each Receivable has a Contract
Rate of no less than 2.00% and not more than 17.49%;


 


(iii) each Receivable had an original
term to maturity of not more than 72 months and not less than 12 months and each Receivable has a remaining term to maturity, as
of the Cut-Off Date, of 2 months or more;


 


	708320802 14443670	I-1	Schedule I to the 
	 	 	Sale and Servicing Agreement




    	 



    	



    

(iv) each Receivable has an Outstanding
Principal Balance as of the Cut-Off Date of greater than or equal to $804.03;


 


(v) no Receivable has a scheduled
maturity date later than January 22, 2020;


 


(vi) no Receivable was more than
30 days past due as of the Cut-Off Date;


 


(vii) as of the Cut-Off Date,
no Receivable was noted in the records of the Servicer as being the subject of any pending bankruptcy or insolvency Proceeding;


 


(viii) no Receivable is subject
to a force-placed Insurance Policy on the related Financed Vehicle;


 


(ix) each Receivable is a Simple
Interest Receivable; and


 


(x) each of the Receivables were
selected using selection procedures that were not known or intended by the Bank to be adverse to the Noteholders.


 


(c) Schedule of Receivables. The information with respect to each Receivable transferred on the Closing Date set forth
in the Schedule of Receivables was true and correct in all material respects as of the Cut-Off Date.


 


(d) Compliance with Law. Each Receivable complied at the time it was originated or made, in all material respects with
all requirements of applicable federal, state and local laws, and regulations thereunder, including, to the extent applicable,
usury laws, the Federal Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Federal Trade
Commission Act, the Fair Debt Collection Practices Act, the Fair Credit Billing Act, the Magnuson-Moss Warranty Act, the Consumer
Financial Protection Bureau’s Regulations B and Z, the Servicemembers Civil Relief Act of 2003, as amended, state adaptations
of the National Consumer Act and of the Uniform Consumer Credit Code and any other consumer credit, equal opportunity and disclosure
laws applicable to that Receivable.


 


(e) Binding Obligation. Each Receivable constitutes the legal, valid and binding payment obligation in writing
of the Obligor, enforceable in all material respects by the holder thereof in accordance with its terms, subject, as to enforcement,
to applicable bankruptcy, insolvency, reorganization, liquidation or other similar laws and equitable principles relating to or
affecting the enforcement of creditors’ rights generally.


 


(f) Receivable in Force. Each Receivable has not been satisfied, subordinated or rescinded nor has the related Financed
Vehicle been released from the lien granted by the Receivable in whole or in part.


 


(g) No Waiver. As of the Cut-Off Date, no provision of a Receivable has been waived.


 


(h) No Default. Except for payment
delinquencies continuing for a period of not more than 30 days as of the Cut-Off Date, the records of the Servicer did not disclose
that any default, breach, violation or event permitting acceleration under the terms of the Receivable


 


	708320802 14443670	I-2	Schedule I to the 
	 	 	Sale and Servicing Agreement





    	 



    	



    

existed as of the Cut-Off Date or that any continuing condition that with notice or lapse of time, or both, would
constitute a default, breach, violation or event permitting acceleration under the terms of the Receivable had arisen as of the
Cut-Off Date.


 



(i) Insurance. Each Receivable requires the Obligor thereunder to insure the Financed Vehicle under a physical
damage insurance policy.


 


(j) No Government Obligor.  The Obligor on each Receivable is not the United States of America or any state thereof
or any local government, or any agency, department, political subdivision or instrumentality of the United States of America or
any state thereof or any local government.


 


(k) Assignment.  No Receivable has been originated in, or is subject to the laws of, any jurisdiction under which
the sale, transfer, assignment, conveyance or pledge of such Receivable would be unlawful, void, or voidable. The Seller has not
entered into any agreement with any Obligor that prohibits, restricts or conditions the assignment of the related Receivable.


 


(l) Good Title.  It is the intention of the Seller that the sale, contribution, transfer, assignment and conveyance
herein contemplated constitute an absolute sale, contribution, transfer, assignment and conveyance of the Receivables and that
the Receivables not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the
Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned, conveyed or pledged to any Person other than
pursuant to the Transaction Documents. As of the Closing Date and immediately prior to the sale and transfer herein contemplated,
the Seller had good and marketable title to each Receivable free and clear of all Liens, and, immediately upon the sale and transfer
thereof, the Issuer will have good and marketable title to each Receivable, free and clear of all Liens (other than Permitted Liens).


 


(m) Filings. All filings (including, without limitation, UCC filings) necessary in any jurisdiction to give the
Issuer a first priority, validly perfected ownership interest in the Receivables (other than the Related Security with respect
thereto), and to give the Indenture Trustee a first priority perfected security interest therein, will be made within ten days
of the Closing Date.


 


(n) Priority. The Receivable is not pledged, assigned, sold, subject to a security interest, or otherwise conveyed
other than pursuant to the Transaction Documents. The Seller has not authorized the filing of and is not aware of any financing
statements against the Bank or the Seller that include a description of collateral covering the Receivables other than any financing
statement relating to security interests granted under the Transaction Documents or that have been terminated. The Sale and Servicing
Agreement creates a valid and continuing security interest in the Receivable (other than the Related Security with respect thereto)
in favor of the Issuer which security interest is prior to all other Liens (other than Permitted Liens) and is enforceable as such
against all other creditors of and purchasers and assignees from the Seller.


 


(o) Characterization of Receivables. Each Receivable constitutes either “tangible chattel paper,”
“electronic chattel paper,” an “account,” a “promissory note” or a “payment intangible,”
each as defined in the UCC.


 


	708320802 14443670	I-3	Schedule I to the 
	 	 	Sale and Servicing Agreement




    	 



    	



    

(p) One Original.  With respect
to any Receivable constituting electronic chattel paper, there is only one “authoritative copy” (as such term is used
in Section 9-105 of the UCC) of the Receivable or with respect to any Receivable constituting tangible chattel paper for which
an original executed copy exists, there is no more than one original executed copy of such Receivable and none of the instruments,
tangible chattel paper or electronic chattel paper that constitute or evidence the Receivables has any marks or notations indicating
that it has been pledged, assigned or otherwise conveyed to any Person other than to a party to the Transaction Documents.


 


(q) No Defenses. The Seller has no knowledge either of any facts which would give rise to any right of rescission, set-off,
counterclaim or defense, or of the same being asserted or threatened, with respect to any Receivable.


 


(r) No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed.


 


	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


919 North Market Street, Suite 1600


Wilmington, Delaware 19801


Attention: Corporate Trust Administration

Telephone: (302) 575-2004

Facsimile: (302) 575-2006


 


with copies to the Administrator, USAA Federal Savings Bank and the Indenture Trustee


 


If to the Owner Trustee:


 


Wells Fargo Delaware Trust Company, National
Association


919 North Market Street, Suite 1600


Wilmington, Delaware 19801


Telecopier No.: (302) 575-2006


Attention: Sandra Battaglia


 


If to the Indenture Trustee:


 


U.S. Bank National Association


190 S. LaSalle Street, 7th Floor


Chicago, Illinois 60603


Attention: USAA 2014-1


 


If to the Bank, the Servicer or the Administrator:


 


USAA Federal Savings Bank

10750 McDermott Freeway

San Antonio, Texas 78288

Telecopier No.: (877) 442-4802

Attention: Mike Broker, Vice President


 


If to the Seller:


 


USAA Acceptance, LLC

9830 Colonnade Blvd.

Suite 600

San Antonio, Texas 78230

Attention: Mike Broker, Vice President

Telephone: (210) 498-0029


 


	708320802 14443670	II-1	Schedule II to the 
	 	 	Sale and Servicing Agreement






    	 



    	



    


If to Moody’s:


 


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Telecopier No.: (212) 298-7139

Attention: ABS Monitoring Group


 


If to Standard & Poor’s:


 


Standard & Poor’s Ratings Services

55 Water Street

New York, New York 10041

Telecopier No.: (212) 438-2664

Attention: Asset Backed Surveillance Group


 


	708320802 14443670	II-2	Schedule II to the 
	 	 	Sale and Servicing Agreement





    	 



    	



    


EXHIBIT A


 


FORM OF ASSIGNMENT PURSUANT TO

SALE AND SERVICING AGREEMENT



February [__], 2014


 


For value received,
in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of February 28, 2014, between
USAA Auto Owner Trust 2014-1, 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.


 


[Remainder of page intentionally
left blank]


 


	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:	 



 


	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:


 


General


 


1. This Agreement creates a valid and continuing security interest
(as defined in the applicable UCC) in the Receivables and the other Transferred Assets in favor of the Issuer, which security interest
is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller.


 


2. The Receivables constitute “chattel paper” (including
“electronic chattel paper” and “tangible chattel paper”), “accounts,” “instruments”
or “general intangibles,” within the meaning of the applicable UCC.


 


3. Each Receivable is secured by a first priority validly perfected
security interest in the related Financed Vehicle in favor of the Originator, as secured party, or all necessary actions with respect
to such Receivable have been taken or will be taken to perfect a first priority security interest in the related Financed Vehicle
in favor of the Originator, as secured party.


 


Creation


 


4. Immediately prior to the sale, transfer, assignment and conveyance
of a Receivable by the Seller to the Issuer, the Seller owned and had good and marketable title to such Receivable free and clear
of any Lien and immediately after the sale, transfer, assignment and conveyance of such Receivable to the Issuer, the Issuer will
have good and marketable title to such Receivable free and clear of any Lien.


 


5. The related Originator has received all consents and approvals
to the sale of the Receivables hereunder to the Issuer required by the terms of the Receivables that constitute instruments.


 


Perfection


 


6. The Seller has caused or will have caused, within ten days
after the effective date of this Agreement, the filing of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Issuer
hereunder; and the Servicer, in its capacity as custodian, has in its possession the original copies of such instruments or tangible
chattel paper that constitute or evidence the Receivables, and all financing statements referred to in this paragraph contain a
statement that: “A purchase of or security interest in any collateral described in this financing statement will violate
the rights of the Secured Party/Purchaser”.


 


	708320802 14443670	B-1	Exhibit B to the 
	 	 	Sale and Servicing Agreement




    	 



    	



    


7. With respect to Receivables that constitute instruments or
tangible chattel paper, either:


 


(i) all original executed copies of each such instrument or
tangible chattel paper have been delivered to the Indenture Trustee; or


 


(ii) such instruments or tangible chattel paper are in the possession
of the Servicer and the Indenture Trustee has received a written acknowledgment from the Servicer that the Servicer (in its capacity
as custodian) is holding such instruments or tangible chattel paper solely on behalf and for the benefit of the Indenture Trustee;
or


 


(iii) the Servicer received possession of such instruments or
tangible chattel paper after the Indenture Trustee received a written acknowledgment from the Servicer that the Servicer is acting
solely as agent of the Indenture Trustee.


 


Priority


 


8. Neither the Seller nor the Bank has authorized the filing
of, and is not aware of, any financing statements against either the Seller or the Bank that include a description of collateral
covering the Receivables other than any financing statement (i) relating to the conveyance of the Receivables by the Bank to the
Seller under the Purchase Agreement, (ii) relating to the conveyance of the Receivables by the Seller to the Issuer under the Sale
and Servicing Agreement, (iii) relating to the security interest granted to the Indenture Trustee under the Indenture or (iv) that
has been terminated.


 


9. Neither the Seller nor the Bank is aware of any material
judgment, ERISA or tax lien filings against either the Seller or the Bank.


 


10. Neither the Seller nor a custodian or vaulting agent thereof
holding any Receivable that is electronic chattel paper has communicated an “authoritative copy” (as such term is used
in Section 9-105 of the UCC) of any loan agreement that constitutes or evidences such Receivable to any Person other than the Servicer.


 


11. None of the instruments, tangible chattel paper or electronic
chattel paper that constitute or evidence the Receivables has any marks or notations indicating that they have been pledged, assigned
or otherwise conveyed to any Person other than the Seller, the Issuer or the Indenture Trustee.


 


Survival of Perfection Representations


 


12. Notwithstanding any other provision of the Sale and Servicing
Agreement or any other Transaction Document, the perfection representations, warranties and covenants contained in this Exhibit
B shall be continuing, and remain in full force and effect until such time as all obligations under the Transaction Documents
and the Notes have been finally and fully paid and performed.


 


	708320802 14443670	B-2	Exhibit B to the 
	 	 	Sale and Servicing Agreement





    	 



    	



    


No Waiver


 


13. The Servicer shall provide the Rating Agencies with prompt
written notice of any material breach of the perfection representations, warranties and covenants contained in this Exhibit
B, and shall not, without satisfying the Rating Agency Condition, waive a breach of any of such perfection representations,
warranties or covenants.


 


Servicer to Maintain Perfection and
Priority


 


14. The Servicer covenants that, in order to evidence the interests
of the Seller and Issuer under the Sale and Servicing Agreement and the Indenture Trustee under the Indenture, Servicer shall take
such action, or execute and deliver such instruments as may be necessary or advisable (including, without limitation, such actions
as are requested by the Indenture Trustee) to maintain and perfect, as a first priority perfected security interest, the Indenture
Trustee’s security interest in the Receivables. The Servicer shall, from time to time and within the time limits established
by law, prepare and file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation
statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue,
maintain and perfect the Indenture Trustee’s security interest in the Receivables as a first-priority perfected security
interest.


 


	708320802 14443670	B-3	Exhibit B to the 
	 	 	Sale and Servicing Agreement





    	 



    	



    


EXHIBIT C


 


SERVICING CRITERIA TO BE ADDRESSED IN



INDENTURE TRUSTEE’S ASSESSMENT
OF COMPLIANCE 


 


The assessment of compliance to be delivered
by the Indenture Trustee shall address, at a

minimum, the criteria identified below as “Applicable Servicing Criteria”1: 







 


	Servicing Criteria 	Applicable 

Servicing Criteria
	Reference	Criteria	 
	 	General Servicing Considerations	 
	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	 
	1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	 
	1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.	 
	1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	 
	 	Cash Collection and Administration	 
	1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	 
	1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X
	1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	 
	1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X
	1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	X2
	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	 


 


 



 


1 Each assessment of compliance delivered by the
Indenture Trustee shall be made only toward such portion(s) of the servicing criteria applicable to the Indenture Trustee and
not such other portion(s) applicable to other persons.


 


2 Assessment of compliance to be given by Indenture
Trustee shall be only with respect to trust accounts maintained by the Indenture Trustee under the Sale and Servicing Agreement
and the Indenture.


 


	708320802 14443670	C-1	Exhibit C to the 
	 	 	Sale and Servicing Agreement






    	 



    	



    


	Servicing Criteria 	Applicable 

Servicing Criteria
	Reference	Criteria	 
	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved
    by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
    reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified
    in the transaction agreements.	 
	 	Investor Remittances and Reporting	 
	1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.	 
	1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X 

(solely with respect to remittances)
	1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	X
	1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X
	 	Pool Asset Administration	 
	1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.	 
	1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements	 
	1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	 
	1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.	 
	1122(d)(4)(v)	The Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	 
	1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s account  (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	 
	1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	 



 


	708320802 14443670	C-2	Exhibit C to the 
	 	 	Sale and Servicing Agreement





    	 



    	



    


	Servicing Criteria 	Applicable 

Servicing Criteria
	Reference	Criteria	 
	1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	 
	1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	 
	1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s Account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements.	 
	1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	 
	1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	 
	1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	 
	1122(d)(4)(xiv)	 Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	 
	1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	 




 


	708320802 14443670	C-3	Exhibit C to the 
	 	 	Sale and Servicing Agreement





    	 



    	



    


EXHIBIT D


 


FORM OF INDENTURE TRUSTEE’S ANNUAL
CERTIFICATION


 


Re: USAA AUTO
OWNER TRUST 2014-1


 


U.S. Bank National Association,
not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), certifies to USAA
Acceptance, LLC (the “Seller”), and its officers, with the knowledge and intent that they will rely upon this
certification, that:


 


(1) It has
reviewed the report on assessment of the Indenture Trustee’s compliance provided in accordance with Rules 13a-18 and 15d-18
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Item 1122 of Regulation AB (the
“Servicing Assessment”) (collectively, the “Indenture Trustee Information”);


 


(2) To the
best of its knowledge, the Indenture Trustee Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such
statements were made, not misleading with respect to the period of time covered by the Indenture Trustee Information; and


 


(3) To the
best of its knowledge, all of the information required to be provided by the Indenture Trustee pursuant to Sections 9.21
and 9.22 of the Agreement has been provided to the Seller.


 


	 	U.S. BANK NATIONAL ASSOCIATION,
    not in

    its individual capacity but solely as Indenture Trustee	 
	 	 
	 	Date: 	 	 



 


	708320802 14443670	D-1	Exhibit D to the 
	 	 	Sale and Servicing Agreement





    	 



    	



    


EXHIBIT E


 


FORM OF INDENTURE TRUSTEE’S
ANNUAL CERTIFICATION

REGARDING ITEM 1117 AND ITEM 1119 OF REGULATION AB


 


Reference is made to
the Form 10-K of USAA Acceptance, LLC with respect to USAA Auto Owner Trust 2014-1 (the “Form 10-K”) for the
fiscal year ended December 31, 20[   ]. Capitalized terms used but not otherwise defined herein shall have the respective
meanings given to them in the Form 10-K.


 


U.S. Bank National Association, a national
banking association (“U.S. Bank”), does hereby certify to the Sponsor, the Seller and the Issuing Entity that:


 


1. As of the date
of the Form 10-K, there are no pending legal proceedings against U.S. Bank or proceedings known to be contemplated by governmental
authorities against U.S. Bank that would be material to the investors in the Notes.


 


2. As of the date
of the Form 10-K, there are no affiliations, as contemplated by Item 1119 of Regulation AB, between U.S. Bank and any of USAA Federal
Savings Bank (in its capacity as Sponsor, Originator, Servicer and Administrator), USAA Acceptance, LLC, the Indenture Trustee,
the Owner Trustee and the Issuing Entity, or any affiliates of such parties.


 


IN WITNESS WHEREOF,
U.S. Bank has caused this certificate to be executed in its corporate name by an officer thereunto duly authorized.


 


Dated: ____________,
20[   ]


 


	 	U.S. BANK NATIONAL ASSOCIATION, 

as Indenture Trustee
	 	 
	 	By: 	 	 
	 	Name:	 
	 	Title:	 



 


	708320802 14443670	E-1	Exhibit E to the 
	 	 	Sale and Servicing Agreement






    	 



    		 



    


APPENDIX A



DEFINITIONS


 


The following terms have
the meanings set forth, or referred to, below:


 


“Accrued Class
A Note Interest” means, with respect to any Payment Date, the sum of the Class A Noteholders’ Monthly Accrued Interest
for such Payment Date and the Class A Noteholders’ Interest Carryover Shortfall for such Payment Date.


 


“Accrued Class
B Note Interest” means, with respect to any Payment Date, the sum of the Class B Noteholders’ Monthly Accrued Interest
for such Payment Date and the Class B Noteholders’ Interest Carryover Shortfall for such Payment Date.


 


“Act”
has the meaning set forth in Section 11.3(a) of the Indenture.


 


“Administration
Agreement” means the Administration Agreement, dated as of the Closing Date, between the Administrator and the Issuer
and acknowledged by the Indenture Trustee, as the same may be amended and supplemented from time to time.


 


“Administrator”
means the Bank, or any successor Administrator under the Administration Agreement.


 


“Affiliate”
means, for any specified Person, any other Person which, directly or indirectly, controls, is controlled by or is under common
control with such specified Person and “affiliated” has a meaning correlative to the foregoing. For purposes of this
definition, “control” means the power, directly or indirectly, to cause the direction of the management and policies
of a Person.


 


“Applicable Tax
State” means, as of any date, each State as to which any of the following is then applicable: (a) a State in which
the Owner Trustee maintains its Corporate Trust Office, (b) a State in which the Owner Trustee maintains its principal executive
offices, and (c) the State of Texas.


 


“Authenticating
Agent” means any Person authorized by the Indenture Trustee to act on behalf of the Indenture Trustee to authenticate
and deliver the Notes.


 


“Authorized Newspaper”
means a newspaper of general circulation in The City of New York, printed in the English language and customarily published on
each Business Day, whether or not published on Saturdays, Sundays and holidays.


 


“Authorized Officer”
means (a) with respect to the Issuer, (i) any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture
Trustee on the Closing Date or (ii) so long as the Administration Agreement is in effect, any officer of the Administrator who
is authorized to act for the Administrator in matters relating to the Issuer pursuant to the Administration Agreement and who is
identified on the list of Authorized Officers delivered by the Administrator to the Owner Trustee and the Indenture Trustee on
the Closing Date (as such list may be modified or supplemented from time to time


 





	708322095 14443670	 	Appendix
    A to the Sale and Servicing 

    Agreement (USAA 2014-1)








    	 



    		 



    


thereafter) and (b) with
respect to the Owner Trustee, the Note Registrar (if other than the Indenture Trustee) and the Servicer, any officer of the Owner
Trustee, the Note Registrar (if other than the Indenture Trustee) or the Servicer, as applicable, who is authorized to act for
the Owner Trustee, the Note Registrar (if other than the Indenture Trustee) or the Servicer, as applicable, in matters relating
to the Owner Trustee, the Note Registrar (if other than the Indenture Trustee) or the Servicer and who is identified on the list
of Authorized Officers delivered by each of the Owner Trustee and the Servicer to the Indenture Trustee on the Closing Date or
by the Note Registrar on the date of its appointment as such (as such list may be modified or supplemented from time to time thereafter).


 


“Available Funds”
means, for any Payment Date and the related Collection Period, an amount equal to the sum of the following amounts: (i) all Collections
received by the Servicer during such Collection Period, (ii) the sum of the Repurchase Prices deposited into the Collection Account
with respect to each Receivable that is to become a Repurchased Receivable on such Payment Date and (iii) the Reserve Account Excess
Amount for such Payment Date.


 


“Available Funds
Shortfall Amount” means, as of any Payment Date, the amount by which the amounts required to be paid pursuant to clauses
first through fifth of Section 4.4(a) of the Sale and Servicing Agreement exceeds the Available Funds for
such Payment Date.


 


“Bank”
means USAA Federal Savings Bank, a federally chartered savings association.


 


“Bankruptcy Code”
means the United States Bankruptcy Code, 11 U.S.C. 101 et seq., as amended.


 


“Bankruptcy Remote
Party” means each of the Seller, the Issuer, any other trust created by the Seller or any limited liability company or
corporation wholly-owned by the Seller.


 


“Benefit Plan”
means (i) any “employee benefit plan” as defined in Section 3(3) of ERISA which is subject to Title I of ERISA, (ii)
a “plan” described by Section 4975(e)(1) of the Code, which is subject to Section 4975 of the Code or (iii) any entity
deemed to hold the plan assets of any of the foregoing by reason of an employee benefit plan’s or other plan’s investment
in such entity.


 


“Book-Entry Notes”
means a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency
as described in Section 2.10 of the Indenture.


 


“Business Day”
means any day other than a Saturday, a Sunday or a day on which banking institutions in the states of Delaware, Texas, Illinois,
Minnestoa or New York, or in the state in which the Corporate Trust Office of the Indenture Trustee is located, are authorized
or obligated by law, executive order or government decree to be closed.


 


“Certificate”
means a certificate evidencing the beneficial interest of the Certificateholder in the Issuer, substantially in the form of Exhibit
A to the Trust Agreement. For the avoidance of doubt, the references in the Transaction Documents to a “Certificate”
or a “Certificateholder”, unless the context otherwise requires, shall be deemed to be references to “Certificates”
or “Certificateholders” if more than one Certificate has been issued.




    	708322095 14443670	2	 



    		 



    

“Certificate of
Title” means, with respect to any Financed Vehicle, the certificate of title or other documentary evidence of ownership
of such Financed Vehicle as issued by the department, agency or official of the jurisdiction (whether in paper or electronic form)
in which such Financed Vehicle is titled responsible for accepting applications for, and maintaining records regarding, certificates
of title and liens thereon.


 


“Certificate of
Trust” means the certificate of trust for the Issuer filed by the Owner Trustee pursuant to the Statutory Trust Statute.


 


“Certificateholder”
means the Holder of a Certificate.


 


“Class”
means a group of Notes whose form is identical except for variation in denomination, principal amount or owner, and references
to “each Class” thus mean each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes
and the Class B Notes.


 


“Class A Noteholders”
means, collectively, the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders.


 


“Class A Noteholders’
Interest Carryover Shortfall” means, with respect to any Payment Date, the excess of the Class A Noteholders’ Monthly
Accrued Interest for the preceding Payment Date and any outstanding Class A Noteholders’ Interest Carryover Shortfall on
such preceding Payment Date, over the amount in respect of interest that is actually paid to Noteholders of Class A Notes on such
preceding Payment Date, plus interest on the amount of interest due but not paid to Noteholders of Class A Notes on the preceding
Payment Date, to the extent permitted by law, at the respective Interest Rates borne by such Class A Notes for the related Interest
Period.


 


“Class A Noteholders’
Monthly Accrued Interest” means, with respect to any Payment Date, the aggregate interest accrued for the related Interest
Period on the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes at the respective Interest Rate
for such Class on the Note Balance of the Notes of each such Class on the immediately preceding Payment Date or the Closing Date,
as the case may be, after giving effect to all payments of principal to the Noteholders of the Notes of such Class on or prior
to such preceding Payment Date.


 


“Class A Notes”
means, collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.


 


“Class A-1 Final
Scheduled Payment Date” means the Payment Date occurring on March 16, 2015.


 


“Class A-1 Interest
Rate” means 0.19000% per annum (computed on the basis of the actual number of days elapsed during the applicable Interest
Period, but assuming a 360-day year).


 


“Class A-1 Note
Balance” means, at any time, the Initial Class A-1 Note Balance reduced by all payments of principal made prior to such
time on the Class A-1 Notes.




    	708322095 14443670	3	 



    		 



    

“Class A-1 Noteholder”
means the Person in whose name a Class A-1 Note is registered on the Note Register.


 


“Class A-1 Notes”
means the Class of auto loan asset backed notes designated as Class A-1 Notes, issued in accordance with the Indenture.


 


“Class A-2 Final
Scheduled Payment Date” means the Payment Date occurring on October 17, 2016.


 


“Class A-2 Interest
Rate” means 0.38% per annum (computed on the basis of a 360-day year of twelve 30-day months).


 


“Class A-2 Note
Balance” means, at any time, the Initial Class A-2 Note Balance reduced by all payments of principal made prior to such
time on the Class A-2 Notes.


 


“Class A-2 Noteholder”
means the Person in whose name a Class A-2 Note is registered on the Note Register.


 


“Class A-2 Notes”
means the Class of auto loan asset backed notes designated as Class A-2 Notes, issued in accordance with the Indenture.


 


“Class A-3 Final
Scheduled Payment Date” means the Payment Date occurring on December 15, 2017.


 


“Class A-3 Interest
Rate” means 0.58% per annum (computed on the basis of a 360-day year of twelve 30-day months).


 


“Class A-3 Note
Balance” means, at any time, the Initial Class A-3 Note Balance reduced by all payments of principal made prior to such
time on the Class A-3 Notes.


 


“Class A-3 Noteholder”
means the Person in whose name a Class A-3 Note is registered on the Note Register.


 


“Class A-3 Notes”
means the Class of auto loan asset backed notes designated as Class A-3 Notes, issued in accordance with the Indenture.


 


“Class A-4 Final
Scheduled Payment Date” means the Payment Date occurring on May 15, 2019.


 


“Class A-4 Interest
Rate” means 0.94% per annum (computed on the basis of a 360-day year of twelve 30-day months).


 


“Class A-4 Note
Balance” means, at any time, the Initial Class A-4 Note Balance reduced by all payments of principal made prior to such
time on the Class A-4 Notes.


 


“Class A-4 Noteholder”
means the Person in whose name a Class A-4 Note is registered on the Note Register.




    	708322095 14443670	4	 



    		 



    

“Class A-4 Notes”
means the Class of auto loan asset backed notes designated as Class A-4 Notes, issued in accordance with the Indenture.


 


“Class B Final
Scheduled Payment Date” means the Payment Date occurring on August 17, 2020.


 


“Class B Interest
Rate” means 1.34% per annum (computed on the basis of a 360-day year of twelve 30-day months).


 


“Class B Note Balance”
means, at any time, the Initial Class B Note Balance reduced by all payments of principal made prior to such time on the Class
B Notes.


 


“Class B Noteholder”
means the Person in whose name a Class B Note is registered on the Note Register.


 


“Class B Noteholders’
Interest Carryover Shortfall” means, with respect to any Payment Date, the excess of the Class B Noteholders’ Monthly
Accrued Interest for the preceding Payment Date and any outstanding Class B Noteholders’ Interest Carryover Shortfall on
such preceding Payment Date, over the amount in respect of interest that is actually paid to Noteholders of Class B Notes on such
preceding Payment Date, plus interest on the amount of interest due but not paid to Noteholders of Class B Notes on the preceding
Payment Date, to the extent permitted by law, at the Class B Interest Rate for the related Interest Period.


 


“Class B Noteholders’
Monthly Accrued Interest” means, with respect to any Payment Date, the aggregate interest accrued for the related Interest
Period on the Class B Notes at the Class B Interest Rate on the Class B Note Balance on the immediately preceding Payment Date
or the Closing Date, as the case may be, after giving effect to all payments of principal to the Class B Noteholders on or prior
to such preceding Payment Date.


 


“Class B Notes”
means the Class of auto loan asset backed notes designated as Class B Notes, issued in accordance with the Indenture.


 


“Clearing Agency”
means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act and shall initially
be DTC.


 


“Clearing Agency
Participant” means a broker, dealer, bank or other financial institution or other Person for which from time to time
a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.


 


“Closing Date”
means February 28, 2014.


 


“Code”
means the Internal Revenue Code of 1986, as amended, modified or supplemented from time to time, and any successor law thereto,
and the regulations promulgated and the rulings issued thereunder.


 


“Collateral”
has the meaning set forth in the Granting Clause of the Indenture.




    	708322095 14443670	5	 



    		 



    

“Collection Account”
means the trust account established and maintained pursuant to Section 4.1 of the Sale and Servicing Agreement.


 


“Collection Period”
means the period commencing on the first day of each calendar month and ending on the last day of such calendar month (or, in the
case of the initial Collection Period, the period from the Cut-Off Date to and including February 28, 2014). As used herein, the
“related” Collection Period with respect to a Payment Date shall be deemed to be the Collection Period which precedes
such Payment Date.


 


“Collections”
means, with respect to any Receivable and to the extent received by the Servicer after the Cut-Off Date, (i) any monthly payment
by or on behalf of the Obligor thereunder, (ii) any full or partial prepayment of such Receivable, (iii) all Liquidation Proceeds
and (iv) any other amounts received by the Servicer which, in accordance with the Customary Servicing Practices, would customarily
be applied to the payment of accrued interest or to reduce the Outstanding Principal Balance of such Receivable; provided,
however, that the term “Collections” in no event will include (1) for any Payment Date, any amounts
in respect of any Receivable the Repurchase Price of which has been included in the Available Funds on such Payment Date or a prior
Payment Date, (2) any Supplemental Servicing Fees or (3) rebates of premiums with respect to the cancellation or termination of
any Insurance Policy, extended warranty or service contract.


 


“Commission”
means the U.S. Securities and Exchange Commission.


 


“Contract Rate”
means, with respect to a Receivable, the rate per annum at which interest accrues under the retail motor vehicle installment loan
evidencing such Receivable. Such rate may be less than the “Annual Percentage Rate” disclosed in the Receivable.


 


“Controlling Class”
shall mean, subject to the proviso contained in the last paragraph of the definition of “Outstanding”, with respect
to any Notes Outstanding, the Class A Notes (voting together as a single Class) as long as any Class A Notes are Outstanding, and
thereafter the Class B Notes as long as any Class B Notes are Outstanding (excluding, in each case, Notes held by the Seller or
any of its Affiliates unless all of the Notes are then owned by the Seller or its Affiliates).


 


“Controlling Person”
shall mean a Person, other than a Benefit Plan, that has discretionary authority or control with respect to the assets of the Issuer
or who provides investment advice for a direct or indirect fee with respect to those assets, or any affiliate of such Person.


 


“Corporate Trust
Office” means:


 


(a)as used with respect
to the Indenture Trustee, the office of the Indenture Trustee at which at any particular time its corporate trust business shall
be administered which office at date of the execution of the Indenture is located at 190 South LaSalle Street, 7th Floor,
Chicago, Illinois 60603, or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders,
the Administrator, the Servicer and the Issuer, or the principal corporate trust office of any successor Indenture Trustee (the
address of which the successor




    	708322095 14443670	6	 



    		 



    

Indenture Trustee will notify
the Noteholders, the Administrator, the Servicer and the Owner Trustee); and


 


(b)as used with respect
to the Owner Trustee, the corporate trust office of the Owner Trustee, 919 North Market Street, Suite 1600, Wilmington, Delaware
19801 or at such other address as the Owner Trustee may designate by notice to the Certificateholder and the Seller, or the principal
corporate trust office of any successor Owner Trustee (the address of which the successor Owner Trustee will notify the Certificateholder
and the Seller).


 


“Customary Servicing
Practices” means the customary servicing practices of the Servicer or any Sub-Servicer with respect to all comparable
motor vehicle receivables that the Servicer or such Sub-Servicer, as applicable, services for itself or others, as such practices
may be changed from time to time, it being understood that the Servicer and the Sub-Servicers may not have the same “Customary
Servicing Practices”.


 


“Cut-Off Date”
means the close of business on January 31, 2014.


 


“Default”
means any occurrence that is, or with notice or lapse of time or both would become, an Event of Default.


 


“Defaulted Receivable”
means, with respect to any Collection Period, any Receivable (i) that the Servicer determines is unlikely to be paid in full or
(ii) with respect to which at least 5% of a scheduled payment is 120 or more days delinquent as of the end of a calendar month.
The Outstanding Principal Balance of any Receivable that becomes a “Defaulted Receivable” will be deemed to
be zero as of the date it becomes a “Defaulted Receivable”.


 


“Definitive Note”
means a definitive fully registered Note issued pursuant to Section 2.12 of the Indenture.


 


“Delivery” when used with
respect to Trust Account Property means:


 


(a) with respect to
(I) bankers’ acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute
“instruments” (as defined in Section 9-102(a)(47) of the UCC) and are susceptible of physical delivery, transfer
of actual possession thereof to the Indenture Trustee or its nominee or custodian by physical delivery to the Indenture
Trustee or its nominee or custodian endorsed to, or registered in the name of, the Indenture Trustee or its nominee or
custodian or endorsed in blank, and (II) with respect to a “certificated security” (as defined in Section
8-102(a)(4) of the UCC) transfer of actual possession thereof (i) by physical delivery of such certificated security to the
Indenture Trustee or its nominee or custodian endorsed to the Indenture Trustee or its nominee or custodian or endorsed in
blank, or to another person, other than a “securities intermediary” (as defined in Section 8-102(a)(14) of the
UCC), who acquires possession of the certificated security on behalf of the Indenture Trustee or its nominee or custodian or,
having previously acquired possession of the certificate, acknowledges that it holds for the Indenture Trustee or its nominee
or custodian or (ii) if such certificated security is in registered form by delivery thereof to a “securities
intermediary”, endorsed to or registered in the name of the Indenture Trustee or its nominee or custodian and the
making by such “securities intermediary” of entries on its books and records identifying such
certificated securities as belonging to the Indenture Trustee or its nominee or custodian and the sending by




    	708322095 14443670	7	 



    		 



    

such “securities intermediary”
of a confirmation of the purchase of such certificated security by the Indenture Trustee or its nominee or custodian (all of the
foregoing, “Physical Property”), and, in any event, any such Physical Property in registered form shall be in
the name of the Indenture Trustee or its nominee or custodian; and such additional or alternative procedures as may hereafter become
appropriate to effect the complete transfer of ownership of any such Trust Account Property to the Indenture Trustee or its nominee
or custodian, consistent with changes in applicable law or regulations or the interpretation thereof;


 


(b) with respect to
any securities issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage
Association or the other government agencies, instrumentalities and establishments of the United States identified in
Appendix A to Federal Reserve Bank Operating Circular No. 7 as in effect from time to time that is a “book-entry
security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account and
eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant
to Federal book-entry regulations, the following procedures, all in accordance with applicable law, including applicable
Federal regulations and Articles 8 and 9 of the UCC: book-entry registration of such Trust Account Property to an appropriate
securities account maintained with a Federal Reserve Bank by a “participant” (as such term is defined in Federal
Reserve Bank Operating Circular No. 7) that is a “depository institution” (as defined in Section 19(B)(1)(A) of
the Federal Reserve Act) pursuant to applicable Federal regulations, and issuance by such depository institution of a deposit
advice or other written confirmation of such book-entry registration to the Indenture Trustee or its nominee or custodian of
the purchase by the Indenture Trustee or its nominee or custodian of such book-entry securities; the making by such
depository institution of entries in its books and records identifying such book entry security held through the Federal
Reserve System pursuant to Federal book-entry regulations or a security entitlement thereto as belonging to the Indenture
Trustee or its nominee or custodian and indicating that such depository institution holds such Trust Account Property solely
as agent for the Indenture Trustee or its nominee or custodian; and such additional or alternative procedures as may
hereafter become appropriate to effect complete transfer of ownership of any such Trust Account Property to the Indenture
Trustee or its nominee or custodian, consistent with changes in applicable law or regulations or the interpretation thereof;
and


 


(c)with respect to any
item of Trust Account Property that is an “uncertificated security” (as defined in Section 8-102(a)(18) of the UCC)
and that is not governed by clause (b) above, (i) registration on the books and records of the issuer thereof in the name
of the Indenture Trustee or its nominee or custodian, or (ii) registration on the books and records of the issuer thereof in the
name of another person, other than a securities intermediary, who acknowledges that it holds such uncertificated security for the
benefit of the Indenture Trustee or its nominee or custodian.


 


“Depositor”
means the Seller in its capacity as Depositor under the Trust Agreement.


 


“Determination
Date” means the second Business Day preceding the related Payment Date, beginning March 13, 2014.


 


“Dollar”
and “$” mean lawful currency of the United States of America.




    	708322095 14443670	8	 



    		 



    

“DTC”
means The Depository Trust Company, and its successors.


 


“Eligible Account”
means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department
of a depository institution acting in its fiduciary capacity organized under the laws of the United States of America or any one
of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and
acting as trustee for funds deposited in such account, so long as the long-term unsecured debt of such depository institution shall
have a credit rating from Moody’s of at least “A2” and from Standard & Poor’s of at least “BBB.”
Any such trust account may be maintained with the Owner Trustee, the Indenture Trustee or any of their respective Affiliates, if
such accounts meet the requirements described in clause (b) of the preceding sentence.


 


“Eligible Institution”
means a depository institution or trust company (which may be the Owner Trustee, the Indenture Trustee or any of their respective
Affiliates) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia
(or any domestic branch of a foreign bank) (a) which at all times has either (i) a long-term senior unsecured debt rating of “Aa2”
or better by Moody’s and “AA-” or better by Standard & Poor’s or such other rating that is acceptable
to each Rating Agency, as evidenced by a letter from such Rating Agency to the Issuer or the Indenture Trustee, (ii) a certificate
of deposit rating of “P-1” by Moody’s and “A-1+” by Standard & Poor’s or (iii) such other
rating that is acceptable to each Rating Agency, as evidenced by a letter from such Rating Agency to the Issuer or the Indenture
Trustee and (b) whose deposits are insured by the Federal Deposit Insurance Corporation; provided, that a foreign financial institution
shall be deemed to satisfy clause (b) if such foreign financial institution meets the requirements of Rule 13k-1(b)(1) under
the Exchange Act (17 CFR §240.13k-1(b)(1)).


 


“Eligible Receivable”
means a Receivable meeting all of the criteria set forth on Schedule I of each of the Purchase Agreement and the Sale and
Servicing Agreement as of the Closing Date.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended and any successor law thereto, and the regulations promulgated
and rulings issued thereunder.


 


“Event of Default”
has the meaning set forth in Section 5.1 of the Indenture.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Exchange Act Reports”
means any reports on Form 10-D, Form 8-K and Form 10-K filed or to be filed by the Seller with respect to the Issuer under the
Exchange Act.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor provisions), any current or future
regulations or official interpretations thereunder or official interpretations thereof and any agreements entered into pursuant
to Section 1471(b)(1) of the Code, any published intergovernmental agreement entered into in connection with the implementation
of such sections of the Code and any fiscal or regulatory legislation, rules or official practices adopted pursuant to such published
intergovernmental agreement.




    	708322095 14443670	9	 



    		 



    

“FATCA Withholding
Tax” means any withholding or deduction imposed under FATCA.


 


“FDIC” means the Federal Deposit
Insurance Corporation or any successor agency.


 


“Final Scheduled
Payment Date” means, with respect to (i) the Class A-1 Notes, the Class A-1 Final Scheduled Payment Date, (ii) the Class
A-2 Notes, the Class A-2 Final Scheduled Payment Date, (iii) the Class A-3 Notes, the Class A-3 Final Scheduled Payment Date, (iv)
the Class A-4 Notes, the Class A-4 Final Scheduled Payment Date and (v) the Class B Notes, the Class B Final Scheduled Payment
Date.


 


“Financed Vehicle”
means an automobile or light-duty truck, together with all accessions thereto, securing an Obligor’s indebtedness under the
applicable Receivable.


 


“First Allocation
of Principal” means, with respect to any Payment Date, an amount equal to the excess, if any, of (a) the Note Balance
of the Class A Notes as of such Payment Date (before giving effect to any principal payments made on the Class A Notes on such
Payment Date) over (b) the Net Pool Balance as of the end of the related Collection Period; provided, however, that
the “First Allocation of Principal” shall not exceed the Note Balance of the Class A Notes; provided, further,
that the “First Allocation of Principal” for any Payment Date on and after the Final Scheduled Payment Date for any
Class of Class A Notes shall not be less than the amount that is necessary to reduce the Note Balance of that Class of Class A
Notes to zero.


 


“Form 10-D Disclosure
Item” means, with respect to any Person, (a) any legal proceedings pending against such Person or of which any property
of such Person is then subject, or (b) any proceedings known to be contemplated by governmental authorities against such Person
or of which any property of such Person would be subject, in each case that would be material to the Noteholders.


 


“GAAP”
means generally accepted accounting principles in the USA, applied on a materially consistent basis.


 


“Governmental Authority”
means any (a) Federal, state, municipal, foreign or other governmental entity, board, bureau, agency or instrumentality, (b) administrative
or regulatory authority (including any central bank or similar authority) or (c) court or judicial authority.


 


“Grant”
means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, grant a lien upon
and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of the
Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of
the Granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for
principal and interest payments in respect of the Collateral and all other moneys payable thereunder, to give and receive notices
and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the
name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled
to do or receive thereunder or with respect thereto. Other forms of the verb “to Grant” shall have correlative meanings.




    	708322095 14443670	10	 



    		 



    

“Holder”
means, as the context may require, the Certificateholder or a Noteholder or both.


 


“Indenture”
means the Indenture, dated as of the Closing Date, between the Issuer and Indenture Trustee, as the same may be amended and supplemented
from time to time.


 


“Indenture Trustee”
means U.S. Bank National Association, a national banking association, not in its individual capacity but as indenture trustee under
the Indenture, or any successor indenture trustee under the Indenture.


 


“Independent”
means, when used with respect to any specified Person, that such Person (i) is in fact independent of the Issuer, any other obligor
upon the Notes, the Administrator and any Affiliate of any of the foregoing Persons, (ii) does not have any direct financial interest
or any material indirect financial interest in the Issuer, any such other obligor upon the Notes, the Administrator or any Affiliate
of any of the foregoing Persons and (iii) is not connected with the Issuer, any such other obligor upon the Notes, the Administrator
or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or
Person performing similar functions.


 


“Independent Certificate”
means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying
with, the applicable requirements of Section 11.1 of the Indenture, made by an independent appraiser or other expert appointed
by an Issuer Order, and such opinion or certificate shall state that the signer has read the definition of “Independent”
in this Appendix A and that the signer is Independent within the meaning thereof.


 


“Initial Class
A-1 Note Balance” means $157,000,000.


 


“Initial Class
A-2 Note Balance” means $147,000,000.


 


“Initial Class
A-3 Note Balance” means $119,000,000.


 


“Initial Class
A-4 Note Balance” means $68,180,000.


 


“Initial Class
B Note Balance” means $8,820,000.


 


“Initial Note Balance”
means, for any Class, the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance,
the Initial Class A-4 Note Balance or the Initial Class B Note Balance, as applicable, or with respect to the Notes generally,
the sum of the foregoing.


 


“Initial Reserve
Account Deposit Amount” means an amount equal to $1,259,447.36.


 


“Insolvency Event”
means, with respect to any Person, (i) the filing of a decree or order for relief by a court having jurisdiction in the premises
in respect of such Person in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official
of such Person, or ordering the winding-up or liquidation of such




    	708322095 14443670	11	 



    		 



    

Person’s affairs, and
such decree or order shall remain unstayed and in effect for a period of 90 consecutive days or (ii) the commencement by such Person
of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect,
or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by
such Person to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of such Person, or the making by such Person of any general assignment for the benefit of creditors, or the failure by
such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of
the foregoing.


 


“Insurance Policy”
means (i) any theft and physical damage insurance policy maintained by the Obligor under a Receivable, providing coverage against
loss or damage to or theft of the related Financed Vehicle, and (ii) any credit life or credit disability insurance maintained
by an Obligor in connection with any Receivable.


 


“Interest Period”
means, with respect to any Payment Date, (a) with respect to the Class A-1 Notes from and including the Closing Date (in the case
of the first Payment Date) or from and including the most recent Payment Date to but excluding that Payment Date (for example,
for a Payment Date in February, the Interest Period is from and including the Payment Date in January to but excluding the Payment
Date in February) based upon actual days elapsed and a 360-day year and (b) for each other Class of Notes, from and including the
15th day of the calendar month preceding each Payment Date (or from and including the Closing Date in the case of the
first Payment Date) to but excluding the 15th day of the following month based upon a 360-day year of twelve 30-day
months.


 


“Interest Rate”
means (a) with respect to the Class A-1 Notes, the Class A-1 Interest Rate, (b) with respect to the Class A-2 Notes, the Class
A-2 Interest Rate, (c) with respect to the Class A-3 Notes, the Class A-3 Interest Rate, (d) with respect to the Class A-4 Notes,
the Class A-4 Interest Rate or (e) with respect to the Class B Notes, the Class B Interest Rate.


 


“Issuer”
means USAA Auto Owner Trust 2014-1, a Delaware statutory trust established pursuant to the Trust Agreement and the filing of the
Certificate of Trust, until a successor replaces it and, thereafter, means such successor.


 


“Issuer Order”
and “Issuer Request” means a written order or request of the Issuer signed in the name of the Issuer by any
one of its Authorized Officers and delivered to the Indenture Trustee.


 


“Item 1119 Party”
means the Seller, the Bank, the Servicer, the Indenture Trustee, the Owner Trustee, any underwriter of the Notes and any other
material transaction party identified by the Seller or the Bank to the Indenture Trustee and the Owner Trustee in writing.


 


“Lien”
means, for any asset or property of a Person, a lien, security interest, mortgage, pledge or encumbrance in, of or on such asset
or property in favor of any other Person, except any Permitted Lien.


 


“Liquidation Proceeds”
means, with respect to any Receivable, (a) insurance proceeds received by the Servicer with respect to the Insurance Policies,
(b) amounts received by the




    	708322095 14443670	12	 



    		 



    

Servicer in connection with
such Receivable pursuant to the exercise of rights under such Receivable and (c) the monies collected by the Servicer (from whatever
source, including proceeds of a sale of a Financed Vehicle or a deficiency balance recovered from the Obligor after the charge-off
of such Receivable) on such Receivable, in the case of each of the foregoing clauses (a) through (c), net of any
expenses (including, without limitation, any auction, painting, repair or refurbishment expenses in respect of the related Financed
Vehicle) incurred by the Servicer in connection therewith and any payments required by law to be remitted to the Obligor; provided,
however, that the Repurchase Price for any Receivable shall not constitute “Liquidation Proceeds”.


 


“Monthly Remittance
Condition” has the meaning set forth in Section 4.2 of the Sale and Servicing Agreement.


 


“Moody’s”
means Moody’s Investors Service, Inc., or any successor that is a nationally recognized statistical rating organization.


 


“Net Pool Balance”
means, as of any date, the aggregate Outstanding Principal Balance of all Receivables of the Issuer on such date.


 


“Note”
means a Class A-1 Note, Class A-2 Note, Class A-3 Note, Class A-4 Note or Class B Note, in each case substantially in the form
of Exhibit A to the Indenture.


 


“Note Balance”
means, with respect to any date of determination, for any Class, the Class A-1 Note Balance, the Class A-2 Note Balance, the Class
A-3 Note Balance, the Class A-4 Note Balance or the Class B Note Balance, as applicable, or with respect to the Notes generally,
the sum of all of the foregoing.


 


“Note Depository
Agreement” means the agreement, dated as of the Closing Date, between the Issuer and DTC, as the initial Clearing Agency
relating to the Notes, as the same may be amended or supplemented from time to time.


 


“Note Owner”
means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books
of the Clearing Agency or a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant
or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).


 


“Note Register”
and “Note Registrar” have the respective meanings set forth in Section 2.4 of the Indenture.


 


“Noteholder”
means, as the context requires, all of the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders, the Class
A-4 Noteholders and the Class B Noteholders, or any of the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders,
the Class A-4 Noteholders or the Class B Noteholders, or any of the foregoing.


 


“Obligor”
means, for any Receivable, each Person obligated to pay such Receivable.




    	708322095 14443670	13	 



    		 



    

“Officer’s
Certificate” means (i) with respect to the Issuer, a certificate signed by any Authorized Officer of the Issuer and (ii)
with respect to the Seller or the Servicer, a certificate signed by the chairman of the board, the president, any executive vice
president, any vice president, the treasurer, any assistant treasurer or the controller of the Seller or the Servicer, as applicable.


 


“Opinion of Counsel”
means one or more written opinions of counsel who may, except as otherwise expressly provided in the Indenture or any other applicable
Transaction Document, be employees of the Issuer, the Servicer, the Seller or the Administrator, which counsel shall be acceptable
to the Indenture Trustee, the Owner Trustee or the Rating Agencies, as the case may be, and which opinion or opinions comply with
any applicable requirements of the Transaction Documents and are in form and substance reasonably satisfactory to the recipient(s).
Opinions of Counsel need address matters of law only and may be based upon stated assumptions as to relevant matters of fact.


 


“Optional Purchase”
has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.


 


“Optional Purchase
Price” has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.


 


“Originator”
means, with respect to any Receivable, the Bank.


 


“Other Assets”
means any assets (or interests therein) (other than the Trust Estate) conveyed or purported to be conveyed by the Seller to
another Person or Persons other than the Issuer, whether by way of a sale, capital contribution or by virtue of the granting of
a lien.


 


“Outstanding”
means, as of any date, all Notes (or all Notes of an applicable Class) theretofore authenticated and delivered under the Indenture
except:


 


(i)Notes (or Notes of
an applicable Class) theretofore cancelled by the Note Registrar or delivered to the Note Registrar for cancellation;


 


(ii)Notes (or Notes
of an applicable Class) or portions thereof the payment for which money in the necessary amount has been theretofore deposited
with the Indenture Trustee or any Paying Agent in trust for the related Noteholders (provided, however, that if such
Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or provision therefor, satisfactory
to the Indenture Trustee, has been made); and


 


(iii)Notes (or Notes
of an applicable Class) in exchange for or in lieu of other Notes (or Notes of such Class) that have been authenticated and delivered
pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona
fide purchaser;


 


provided, that in determining whether
Noteholders holding the requisite aggregate principal amount of Outstanding Notes have given any request, demand, authorization,
direction, notice, consent, vote or waiver hereunder or under any Transaction Document, Notes owned by the Issuer, Certificateholder
or any of their respective Affiliates shall be disregarded and deemed not




    	708322095 14443670	14	 



    		 



    

to be Outstanding unless all of the Notes are
then owned by the Issuer, Certificateholder or any of their respective Affiliates, except that, in determining whether the Indenture
Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, vote or waiver,
only Notes that a Responsible Officer of the Indenture Trustee knows to be so owned shall be so disregarded. Notes so owned that
have been pledged in good faith may be regarded as Outstanding if the pledgee thereof establishes to the satisfaction of the Indenture
Trustee such pledgee’s right so to act with respect to such Notes and that such pledgee is not the Issuer, Certificateholder
or any of their respective Affiliates.


 


“Outstanding Principal
Balance” means, with respect to any Receivable as of any date, the outstanding principal balance of such Receivable calculated
in accordance with the Customary Servicing Practices; provided, however, that the Outstanding Principal Balance of
any Receivable that became a Defaulted Receivable will be deemed to be zero as of the date it becomes a Defaulted Receivable.


 


“Owner Trustee”
means Wells Fargo Delaware Trust Company, National Association, a national banking association, not in its individual capacity
but solely as owner trustee under the Trust Agreement, and any successor Owner Trustee thereunder.


 


“Paying Agent”
means the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee set forth in Section
6.11 of the Indenture and is authorized by the Issuer to make the payments to and distributions from the Collection Account
and the Principal Distribution Account, including the payment of principal of or interest on the Notes on behalf of the Issuer.


 


“Payment Date”
means the 15th day of each calendar month beginning March 17, 2014; provided, however, whenever a Payment
Date would otherwise be a day that is not a Business Day, the Payment Date shall be the next Business Day. As used herein, the
“related” Payment Date with respect to a Collection Period shall be deemed to be the Payment Date which immediately
follows such Collection Period.


 


“Payment Default”
has the meaning set forth in Section 5.4(a) of the Indenture.


 


“Permitted Investments”
means (a) evidences of indebtedness, maturing within thirty (30) days after the date of loan thereof, issued by, or guaranteed
by the full faith and credit of, the federal government of the USA, (b) repurchase agreements with banking institutions or broker-dealers
registered under the Exchange Act which are fully secured by obligations of the kind specified in clause (a) and which are
accounted for as borrowings (and not sales), (c) money market funds (i) rated not lower than the highest rating category from Moody’s
and “AAAm” or “AAAm-g” from Standard & Poor’s or (ii) which are otherwise acceptable to each
Rating Agency, as evidenced by a letter from such Rating Agency to the Issuer or the Indenture Trustee, in each case including
money market funds for which the Indenture Trustee acts as issuer, sponsor, administrator, agent or in a similar capacity and for
which the Indenture Trustee in such capacity also receives a fee, or (d) commercial paper (including commercial paper of any Affiliate
of the Seller, the Servicer, the Indenture Trustee or the Owner Trustee) rated, at the time of the investment or contractual commitment
to invest therein, at least “A-1+” (or the equivalent) by Standard & Poor’s and at least “P-1”
(or the equivalent) by Moody’s.




    	708322095 14443670	15	 



    		 



    

“Permitted Liens”
means (a) the interest of the parties under the Transaction Documents, (b) any liens for taxes not due and payable or the amount
of which is being contested in good faith by appropriate proceedings and (c) any liens of mechanics, suppliers, vendors, materialmen,
laborers, employees, repairmen and other like liens securing obligations which are not due and payable or the amount or validity
of which is being contested in good faith by appropriate proceedings.


 


“Person”
means any individual, corporation, limited liability company, estate, partnership, joint venture, association, joint stock company,
trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.


 


“Physical Property”
has the meaning specified in the definition of “Delivery” above.


 


“Principal Distribution
Account” means the account by that name established and maintained pursuant to Section 4.1 of the Sale and Servicing
Agreement.


 


“Principal Factor”
means, with respect to the Notes or any Class of Notes on any Payment Date, a nine-digit decimal figure equal to the Note Balance
of the Notes or such Class of Notes, as applicable, as of the end of the preceding Collection Period divided by the Note Balance
of the Notes or such Class of Notes, as applicable, as of the Closing Date. The Principal Factor will be 1.000000000 as of the
Closing Date; thereafter, the Principal Factor will decline to reflect reductions in the Note Balance of the Notes or such Class
of Notes, as applicable.


 


“Proceeding”
means any suit in equity, action at law or other judicial or administrative proceeding.


 


“Purchase Agreement”
means the Purchase Agreement, dated as of the Closing Date, between the Bank and the Seller, as amended, modified or supplemented
from time to time.


 


“Purchased Assets”
has the meaning set forth in Section 2.1 of the Purchase Agreement.


 


“Qualified Institutional
Buyer” means a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.


 


“Rating Agency”
means either or each of Moody’s and Standard & Poor’s, as indicated by the context.


 


“Rating Agency
Condition” means, with respect to any event or circumstance and each Rating Agency, either (a) written confirmation (which
may be in the form of a letter, press release or other publication, or a change in such Rating Agency’s published ratings
criteria to this effect) by such Rating Agency that the occurrence of such event or circumstance will not cause it to downgrade,
qualify or withdraw its rating assigned to any of the Notes or (b) that such Rating Agency shall have been given notice of such
event or circumstance at least ten days prior to the occurrence of such event or circumstance (or, if ten days’ advance notice
is impracticable, as much advance notice as is practicable) and such Rating Agency shall not have issued any written notice that
the occurrence of such event or circumstance will itself cause it to downgrade, qualify or withdraw its rating assigned to the
Notes. Notwithstanding the foregoing, no Rating




    	708322095 14443670	16	 



    		 



    

Agency has any duty to review
any notice given with respect to any event, and it is understood that such Rating Agency may not actually review notices received
by it prior to or after the expiration of the ten (10) day period described in (b) above. Further, each Rating Agency retains
the right to downgrade, qualify or withdraw its rating assigned to all or any of the Notes at any time in its sole judgment even
if the Rating Agency Condition with respect to an event had been previously satisfied pursuant to clause (a) or clause
(b) above.


 


“Realized Losses”
shall mean, for any Collection Period and for each Receivable that became a Defaulted Receivable during such Collection Period,
the excess of the Outstanding Principal Balance of each such Receivable over Liquidation Proceeds received with respect to such
Receivable during such Collection Period, to the extent allocable to principal.


 


“Receivable”
means any retail motor vehicle installment loan with respect to a new or used automobile or light-duty truck which shall appear
on the Schedule of Receivables and all Related Security in connection therewith which has not been released from the lien of the
Indenture.


 


“Receivable Files”
has the meaning set forth in Section 2.4(a) of the Sale and Servicing Agreement.


 


“Record Date”
means, unless otherwise specified in any Transaction Document, with respect to any Payment Date or Redemption Date, (i) for any
Definitive Notes and for the Certificates, the close of business on the last Business Day of the calendar month immediately preceding
the calendar month in which such Payment Date or Redemption Date occurs and (ii) for any Book-Entry Notes, the close of business
on the Business Day immediately preceding such Payment Date or Redemption Date.


 


“Records”
means, for any Receivable, all contracts, books, records and other documents or information (including computer programs, tapes,
disks, software and related property and rights, to the extent legally transferable) relating to such Receivable or the related
Obligor.


 


“Recoveries”
shall mean, with respect to any Collection Period, all amounts received by the Servicer with respect to any Defaulted Receivable
during any Collection Period following the Collection Period in which such Receivable became a Defaulted Receivable, net of any
fees, costs and expenses incurred by the Servicer in connection with the collection of such Receivable and any payments required
by law to be remitted to the Obligor.


 


“Redemption Date”
means, in the case of a redemption of the Notes pursuant to Section 10.1 of the Indenture, the Payment Date specified by
the Administrator or the Issuer pursuant to Section 10.1 of the Indenture.


 


“Redemption Price”
means an amount equal to the sum of (a) unpaid principal amount of the Notes redeemed plus (b) accrued and unpaid interest
thereon at the applicable Interest Rate for the Notes being so redeemed, up to but excluding the Redemption Date.


 


“Registered Holder”
means the Person in whose name a Note is registered on the Note Register on the related Record Date.




    	708322095 14443670	17	 



    		 



    

“Regular Allocation
of Principal” means, with respect to any Payment Date, an amount equal to the lesser of (i) the Note Balance of the Notes
on as of such Payment Date (before giving effect to any principal payments made on the Notes on such Payment Date) and (ii) an
amount equal to the excess of: (A) (x) the Note Balance of the Notes as of such Payment Date (before giving effect to any payments
made on the Notes as of such Payment Date); minus (y) the sum of the First Allocation of Principal and the Second Allocation of
Principal, if any, in each case for such Payment Date; over (B) the Net Pool Balance as of the end of the related Collection Period
less the Targeted Overcollateralization Amount.


 


“Regulation AB”
means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such regulation
may be amended from time to time and subject to such clarification and interpretation as have been provided by the Commission in
the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518. 70 Fed. Reg. 1,506, 1,531 (January 7, 2005))
or by the staff of the Commission, or as may be, provided in writing by the Commission or its staff from time to time.


 


“Related Security”
means, for any Receivable, (i) the security interest in the related Financed Vehicle, (ii) any proceeds from claims on any Insurance
Policy (if such Receivable became a Defaulted Receivable after the Cut-Off Date), (iii) any other property securing the Receivables
and (iv) all proceeds of the foregoing.


 


“Reportable Event”
means any event required to be reported on Form 8-K, and in any event, the following:


 


(a)entry into a material
definitive agreement related to the Issuer, the Notes or the Receivables or an amendment to a Transaction Document, even if the
Seller is not a party to such agreement (e.g., a servicing agreement with a servicer contemplated by Item 1108(a)(3) of Regulation
AB);


 


(b)termination of a
Transaction Document (other than by expiration of the agreement on its stated termination date or as a result of all parties completing
their obligations under such agreement), even if the Seller is not a party to such agreement (e.g., a servicing agreement with
a servicer contemplated by Item 1108(a)(3) of Regulation AB);


 


(c)with respect to the
Servicer only, the occurrence of a Servicer Replacement Event;


 


(d)an Event of Default;


 


(e)the resignation,
removal, replacement or substitution of the Indenture Trustee or the Owner Trustee; and


 


(f)with respect to the
Indenture Trustee only, a required distribution to Holders of the Notes is not made as of the required Payment Date under the Indenture.


 


“Repurchase Price”
means, with respect to any Repurchased Receivable, a price equal to the Outstanding Principal Balance of such Receivable plus any
unpaid accrued interest related to such Receivable accrued to and including the end of the Collection Period preceding the date
that




    	708322095 14443670	18	 



    		 



    

such Repurchased Receivable
was purchased by the Bank, the Servicer or the Seller, as applicable.


 


“Repurchased Receivable”
means a Receivable purchased by the Bank pursuant to Section 3.3 of the Purchase Agreement, by the Servicer pursuant to
Sections 3.6 and 8.1 of the Sale and Servicing Agreement or by the Seller pursuant to Section 2.3 of the Sale
and Servicing Agreement.


 


“Reserve Account”
means the account designated as such, established and maintained pursuant to Section 4.1
of the Sale and Servicing Agreement.


 


“Reserve Account
Draw Amount” means, for any Payment Date, the amount withdrawn from the Reserve Account, equal to the lesser of (a) the
Available Funds Shortfall Amount, if any, and (b) the amount on deposit in the Reserve Account on such Payment Date.


 


“Reserve Account
Excess Amount” means, with respect to any Payment Date, an amount equal to the excess, if any, of (a) the amount of cash
or other immediately available funds in the Reserve Account on that Payment Date, after giving effect to all deposits to and withdrawals
from the Reserve Account relating to that Payment Date, over (b) the Specified Reserve Account Balance with respect to that Payment
Date.


 


“Responsible Officer”
means, (a) with respect to the Indenture Trustee, any officer within the corporate trust department of the Indenture Trustee, including
any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the
Indenture Trustee who customarily performs functions similar to those performed by the persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with
the particular subject, and who, in each case, shall have direct responsibility for the administration of the Indenture, (b) with
respect to the Owner Trustee, any officer within the Corporate Trust Office of the Owner Trustee and having direct responsibility
for the administration of the Issuer, including any Managing Director, Director, Vice President, Assistant Vice President, Assistant
Treasurer, Assistant Secretary or Associate, or any other officer customarily performing functions similar to those performed by
any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular subject and (c) with respect to the Servicer,
the Seller or the Administrator, any officer of such Person having direct responsibility for the transactions contemplated by the
Transaction Documents, including the President, Treasurer or Secretary or any Vice President, Controller, Assistant Vice President,
Assistant Treasurer, Assistant Secretary, or any other officer customarily performing functions similar to those performed by any
of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular subject.


 


“Sale and Servicing
Agreement” means the Sale and Servicing Agreement, dated as of the Closing Date, among the Seller, the Issuer, the Servicer
and the Indenture Trustee, as the same may be amended, modified or supplemented from time to time.




    	708322095 14443670	19	 



    		 



    

“Sarbanes Certification”
has the meaning set forth in Section 9.21(b)(iii) of the Sale and Servicing Agreement.


 


“Sarbanes-Oxley
Act” means the Sarbanes-Oxley Act of 2002, as amended, modified or supplemented from time to time, and any successor
law thereto.


 


“Schedule of Receivables”
means the schedule of Receivables transferred to the Issuer on the Closing Date.


 


“Second Allocation
of Principal” means, with respect to any Payment Date, an amount equal to the excess, if any, of (a) the sum of the Note
Balance of the Class A Notes and the Class B Notes (before giving effect to any principal payments made on the Notes on such Payment
Date) minus the First Allocation of Principal for such Payment Date, over (b) the Net Pool Balance as of the end of the related
Collection Period; provided, however, that the Second Allocation of Principal for any Payment Date on and after the
Final Scheduled Payment Date for the Class A Notes or the Class B Notes shall not be less than the amount that is necessary to
reduce the Class A Note Balance or the Class B Note Balance, as applicable, to zero (after the application of the First Allocation
of Principal).


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Seller”
means USAA Acceptance, LLC, a Delaware limited liability company.


 


“Servicer”
means the Bank, initially, and any replacement Servicer appointed pursuant to the Sale and Servicing Agreement.


 


“Servicer Replacement
Event” means any one or more of the following that shall have occurred and be continuing:


 


(a)any failure by the
Servicer to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders,
which failure continues unremedied for five Business Days after discovery thereof by a Responsible Officer of the Servicer or receipt
by the Servicer of written notice thereof from the Indenture Trustee or Noteholders evidencing a majority of the aggregate principal
amount of the Outstanding Notes, voting together as a single Class;


 


(b)any failure by the
Servicer to duly observe or perform in any material respect any other of its covenants or agreements in the Sale and Servicing
Agreement, which failure materially and adversely affects the rights of the Issuer or the Noteholders, and which continues unremedied
for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof
from the Indenture Trustee or Noteholders evidencing a majority of the aggregate principal amount of the Outstanding Notes, voting
together as a single Class (it being understood that no Servicer Replacement Event will result from a breach by the Servicer of
any covenant for which the repurchase of the affected Receivable is specified as the sole remedy pursuant to Section 2.3
or Section 3.6 of the Sale and Servicing Agreement);




    	708322095 14443670	20	 



    		 



    

(c)any representation
or warranty of the Servicer made in any Transaction Document to which the Servicer is a party or by which it is bound or any certificate
delivered pursuant to the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, which failure
materially and adversely affects the rights of the Issuer or the Noteholders, and which failure continues unremedied for 90 days
after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the
Indenture Trustee or Noteholders evidencing a majority of the aggregate principal amount of the Outstanding Notes, voting together
as a single Class (it being understood that any repurchase of a Receivable by the Bank pursuant to Section 3.3 of the Purchase
Agreement, by the Seller pursuant to Section 2.3 of the Sale and Servicing Agreement or by the Servicer pursuant to Section
3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to
such Receivable); or


 


(d)the Servicer suffers
a Insolvency Event;


 


provided, however, that a delay
or failure of performance referred to under clause (a) above for a period of 90 days will not constitute a Servicer Replacement
Event if such delay or failure was caused by force majeure or other similar occurrence as certified by the Servicer in an Officer’s
Certificate of the Servicer delivered to the Indenture Trustee.


 


The existence or occurrence
of any “material instance of noncompliance” (within the meaning of Item 1122 of Regulation AB) shall not create any
presumption that any event in clauses (a), (b) or (c) above has occurred.


 


“Servicer’s
Certificate” means the certificate delivered pursuant to Section 3.8 of the Sale and Servicing Agreement.


 


“Servicing Criteria”
means the “servicing criteria” set forth in Item 1122(d) of Regulation AB.


 


“Servicing Fee”
means, for any Payment Date, the product of (A) one-twelfth, (B) the Servicing Fee Rate and (C) the Net Pool Balance as of the
first day of the related Collection Period (or, in the case of the first Payment Date, as of the Cut-Off Date).


 


“Servicing Fee
Rate” means 1.00% per annum.


 


“Similar Law”
means any federal, state, local or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code.


 


“Simple Interest Method” means
the method of calculating interest due on a motor vehicle receivable on a daily basis based on the actual outstanding principal
balance of the receivable on that date.


 


“Simple Interest Receivable”
means any motor vehicle receivable pursuant to which the payments due from the Obligors during any month are allocated between
interest, principal and other charges based on the actual date on which a payment is received and for which interest is calculated
using the Simple Interest Method. For the avoidance of doubt, a TrueCar Receivable shall be deemed to be a Simple Interest Receivable.




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“Specified Reserve
Account Balance” shall mean 0.25% of the Net Pool Balance as of the Cut-Off Date; provided, however, on any Payment
Date after the Notes are no longer Outstanding following payment in full of the principal and interest on the Notes, the “Specified
Reserve Account Balance” shall be $0.


 


“Standard &
Poor’s” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC
business, or any successor that is a nationally recognized statistical rating organization.


 


“Statutory Trust
Statute” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq.


 


“Sub-Servicer”
means any Affiliate of the Servicer or any sub-contractor to whom any or all duties of the Servicer (including, without limitation,
its duties as custodian) under the Transaction Documents have been delegated in accordance with Section 6.5 of the Sale
and Servicing Agreement.


 


“Supplemental Servicing
Fees” means any and all (i) late fees, (ii) extension fees, (iii) non-sufficient funds charges and (iv) any and all other
administrative fees or similar charges allowed by applicable law with respect to any Receivable.


 


“Targeted Overcollateralization
Amount” means, with respect to any Payment Date, the greater of (a) 1.50% of the Net Pool Balance on such Payment Date,
less the Specified Reserve Account Balance and (b) 0.75% of the Net Pool Balance as of the Cut-Off Date. Notwithstanding the foregoing,
the Targeted Overcollateralization Amount shall not exceed the Net Pool Balance on such Payment Date.


 


“Tax Identification
Information” means properly completed and signed tax certifications (generally with respect to U.S. Federal Income Tax,
IRS Form W-9 (or applicable successor form) in the case of a person that is a “United States Person” within the meaning
of Section 7701(a)(30) of the Code or the appropriate IRS Form W-8 (or applicable successor form) in the case of a person that
is not a “United States Person” within the meaning of Section 7701(a)(30) of the Code), and, if applicable, any other
information sufficient to eliminate the imposition of, or determine the amount of FATCA Withholding Tax.


 


“TIA”
or “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended and as in force on the date hereof,
unless otherwise specifically provided.


 


“Transaction Documents”
means the Indenture, the Notes, the Note Depository Agreement, the Sale and Servicing Agreement, the Purchase Agreement, the Administration
Agreement and the Trust Agreement, as the same may be amended or modified from time to time.


 


“Transferred Assets”
means (a) the Purchased Assets, (b) all of the Seller’s rights under the Purchase Agreement and (c) all proceeds of the foregoing.




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“True Car Receivable” means
a Receivable pursuant to which the interest rate is reduced within five Business Days after origination through the TrueCar program
in accordance with the Servicer’s Customary Servicing Practices.


 


“Trust Account
Property” means the Trust Accounts, all amounts and investments held from time to time in any Trust Account (whether
in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise), and all proceeds
of the foregoing.


 


“Trust Accounts”
has the meaning set forth in Section 4.1 of the Sale and Servicing Agreement.


 


“Trust Agreement”
means the Trust Agreement, dated as of January 23, 2014 as amended and restated by the Amended and Restated Trust Agreement, dated
as of the Closing Date, between the Seller and the Owner Trustee, as the same may be amended and supplemented from time to time.


 


“Trust Estate”
means all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the
Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, the Related
Security relating thereto and Collections thereon after the Cut-Off Date, (ii) the Receivable Files, (iii) the rights of the Issuer
to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture
or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all
proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (iv) the
rights of the Seller, as buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale and Servicing Agreement
and the Administration Agreement and (vi) all proceeds (as defined in 9-102(64) of the UCC) of the foregoing.


 


“UCC”
means, unless the context otherwise requires, the Uniform Commercial Code as in effect in the relevant jurisdiction, as amended
from time to time.


 


“United States”
or “USA” means the United States of America (including all states, the District of Columbia and political subdivisions
thereof).


 


“USAA Parties” means, collectively,
the Bank, the Depositor and the Issuer.






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