EXECUTION COPY
Exhibit 4.1


 


 



 


USAA AUTO OWNER TRUST 2016-1


 


Class A-1 0.68000% Auto Loan Asset Backed
Notes

Class A-2 1.07% Auto Loan Asset Backed Notes

Class A-3 1.20% Auto Loan Asset Backed Notes

Class A-4 1.39% Auto Loan Asset Backed Notes

Class B 1.82% Auto Loan Asset Backed Notes


 


 



 


INDENTURE


 


Dated as of September 21, 2016


 


 






 


U.S.
Bank National Association,


 


as the Indenture Trustee


 


 




    	 



    	



    

CROSS REFERENCE TABLE1






 


	
        TIA


Section


	 	
        Indenture


Section



	310	(a) (1)	6.11
	 	(a) (2)	6.11
	 	(a) (3)	6.10; 6.11
	 	(a) (4)	N.A.2
	 	(a) (5)	6.11
	 	(b)	6.8; 6.11
	 	(c)	N.A.
	311	(a)	6.12
	 	(b)	6.12
	 	(c)	N.A.
	312	(a)	7.1
	 	(b)	7.2
	 	(c)	7.2
	313	(a)	7.3
	 	(b) (1)	7.3
	 	(b) (2)	7.3
	 	(c)	7.3
	 	(d)	7.3
	314	(a)	3.9
	 	(b)	3.6; 11.15
	 	(c) (1)	11.15
	 	(c) (2)	11.1
	 	(c) (3)	11.1
	 	(d)	11.1
	 	(e)	11.1
	 	(f)	N.A.
	315	(a)	6.1(b)
	 	(b)	6.5
	 	(c)	6.1(a)
	 	(d)	6.1(c)
	 	(e)	5.13
	316	(a) (1) (A)	5.11
	 	(a) (1) (B)	5.12
	 	(a) (2)	N.A.
	 	(b)	5.7
	 	(c)	5.6(b)
	317	(a) (1)	5.3(b)
	 	(a) (2)	5.3(d)
	 	(b)	3.3(c)
	318	(a)	11.7


 


 



	1	Note: This Cross Reference Table shall not, for any purpose, be deemed to be part of this Indenture.
	2	N.A. means Not Applicable.




    	 



    	



    




	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	2
	 	 
	SECTION 1.1 Definitions	2
	SECTION 1.2 Incorporation by Reference of Trust Indenture Act	2
	SECTION 1.3 Other Interpretive Provisions	2
	 	 
	ARTICLE II THE NOTES	3
	 	 
	SECTION 2.1 Form	3
	SECTION 2.2 Execution, Authentication and Delivery	3
	SECTION 2.3 Temporary Notes	3
	SECTION 2.4 Registration of Transfer and Exchange	4
	SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes	5
	SECTION 2.6 Persons Deemed Owners	6
	SECTION 2.7 Payment of Principal and Interest; Defaulted Interest	6
	SECTION 2.8 Cancellation	7
	SECTION 2.9 Release of Collateral	7
	SECTION 2.10 Book-Entry Notes	8
	SECTION 2.11 Notices to Clearing Agency	8
	SECTION 2.12 Definitive Notes	8
	SECTION 2.13 Authenticating Agents	9
	SECTION 2.14 Tax Treatment	10
	SECTION 2.15 Certain Transfer Restrictions on the Notes	10
	 	 
	ARTICLE III COVENANTS	11
	 	 
	SECTION 3.1 Payment of Principal and Interest	11
	SECTION 3.2 Maintenance of Office or Agency	11
	SECTION 3.3 Money for Payments To Be Held in Trust	12
	SECTION 3.4 Existence	13
	SECTION 3.5 Protection of Collateral	13
	SECTION 3.6 Opinions as to Collateral	14
	SECTION 3.7 Performance of Obligations; Servicing of Receivables	14
	SECTION 3.8 Negative Covenants	15
	SECTION 3.9 Annual Compliance Statement	16
	SECTION 3.10 Restrictions on Certain Other Activities	17
	SECTION 3.11 Restricted Payments	17
	SECTION 3.12 Notice of Events of Default	17
	SECTION 3.13 Further Instruments and Acts	17
	SECTION 3.14 Compliance with Laws	17
	SECTION 3.15 Perfection Representations, Warranties and Covenants	18
	 	 
	ARTICLE IV SATISFACTION AND DISCHARGE	18
	 	 
	SECTION 4.1 Satisfaction and Discharge of Indenture	18
	SECTION 4.2 Application of Trust Money	18
	SECTION 4.3 Repayment of Monies Held by Paying Agent	18
	 	 
	ARTICLE V REMEDIES	19
	 	 
	SECTION 5.1 Events of Default	19
	SECTION 5.2 Acceleration of Maturity; Waiver of Event of Default	20




    	iii



    	



    

	SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee	20
	SECTION 5.4 Remedies; Priorities	23
	SECTION 5.5 Optional Preservation of the Collateral	25
	SECTION 5.6 Limitation of Suits	25
	SECTION 5.7 Rights of Noteholders to Receive Principal and Interest	26
	SECTION 5.8 Restoration of Rights and Remedies	26
	SECTION 5.9 Rights and Remedies Cumulative	26
	SECTION 5.10 Delay or Omission Not a Waiver	26
	SECTION 5.11 Control by Noteholders	26
	SECTION 5.12 Waiver of Past Defaults	27
	SECTION 5.13 Undertaking for Costs	27
	SECTION 5.14 Waiver of Stay or Extension Laws	28
	SECTION 5.15 Action on Notes	28
	SECTION 5.16 Performance and Enforcement of Certain Obligations	28
	SECTION 5.17 Sale of Collateral	29
	 	 
	ARTICLE VI THE INDENTURE TRUSTEE	29
	 	 
	SECTION 6.1 Duties of the Indenture Trustee	29
	SECTION 6.2 Rights of the Indenture Trustee	31
	SECTION 6.3 Individual Rights of the Indenture Trustee	32
	SECTION 6.4 The Indenture Trustee’s Disclaimer	33
	SECTION 6.5 Notice of Defaults	33
	SECTION 6.6 Reports by the Indenture Trustee to Noteholders	33
	SECTION 6.7 Compensation and Indemnity	33
	SECTION 6.8 Removal, Resignation and Replacement of the Indenture Trustee	34
	SECTION 6.9 Successor Indenture Trustee by Merger	35
	SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee	36
	SECTION 6.11 Eligibility; Disqualification	37
	SECTION 6.12 Preferential Collection of Claims Against the Issuer	37
	SECTION 6.13 Representations and Warranties	37
	 	 
	ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS	37
	 	 
	SECTION 7.1 The Issuer to Furnish the Indenture Trustee Names and Addresses of Noteholders	37
	SECTION 7.2 Preservation of Information; Communications to Noteholders	37
	SECTION 7.3 Reports by the Indenture Trustee	38
	SECTION 7.4 Noteholder Demand for Repurchase; Dispute Resolution	38
	SECTION 7.5 Asset Representations Review Voting	39
	 	 
	ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES	40
	 	 
	SECTION 8.1 Collection of Money	40
	SECTION 8.2 Trust Accounts	41
	SECTION 8.3 General Provisions Regarding Accounts	41
	SECTION 8.4 Release of Collateral	42




    	iv



    	



    

	SECTION 8.5 Opinion of Counsel	42
	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES	43
	 	 
	SECTION 9.1 Supplemental Indentures Without Consent of Noteholders	43
	SECTION 9.2 Supplemental Indentures with Consent of Noteholders	44
	SECTION 9.3 Execution of Supplemental Indentures	45
	SECTION 9.4 Effect of Supplemental Indenture	45
	SECTION 9.5 Conformity With Trust Indenture Act	45
	SECTION 9.6 Reference in Notes to Supplemental Indentures	45
	 	 
	ARTICLE X REDEMPTION OF NOTES	46
	 	 
	SECTION 10.1 Redemption	46
	SECTION 10.2 Form of Redemption Notice	46
	SECTION 10.3 Notes Payable on Redemption Date	47
	 	 
	ARTICLE XI MISCELLANEOUS	47
	 	 
	SECTION 11.1 Compliance Certificates and Opinions, etc	47
	SECTION 11.2 Form of Documents Delivered to the Indenture Trustee	48
	SECTION 11.3 Acts of Noteholders	49
	SECTION 11.4 Notices	50
	SECTION 11.5 Notices to Noteholders; Waiver	50
	SECTION 11.6 Alternate Payment and Notice Provisions	51
	SECTION 11.7 Conflict with Trust Indenture Act	51
	SECTION 11.8 Effect of Headings and Table of Contents	51
	SECTION 11.9 Successors and Assigns	51
	SECTION 11.10 Severability	51
	SECTION 11.11 Benefits of Indenture	51
	SECTION 11.12 Legal Holidays	51
	SECTION 11.13 Governing Law	51
	SECTION 11.14 Counterparts	52
	SECTION 11.15 Recording of Indenture	52
	SECTION 11.16 Trust Obligation	52
	SECTION 11.17 No Petition	52
	SECTION 11.18 Intent	53
	SECTION 11.19 Submission to Jurisdiction; Waiver of Jury Trial	53
	SECTION 11.20 Subordination of Claims	54
	SECTION 11.21 Limitation of Liability of Owner Trustee	54
	SECTION 11.22 Information Requests	55
	SECTION 11.23 Inspection	55
	SECTION 11.24 Force Majeure	55
	SECTION 11.25 Patriot Act	55



 


	Schedule I Perfection Representations, Warranties and Covenants	 
	Exhibit A Forms of Notes	 




    	v



    	



    





This INDENTURE,
dated as of September 21, 2016 (as amended, modified or supplemented from time to time, this “Indenture”),
is between USAA AUTO OWNER TRUST 2016-1, a Delaware statutory trust (the “Issuer”), and U.S.
Bank National Association, a national banking association, solely as indenture trustee and not in its individual capacity
(the “Indenture Trustee”).


 


Each party agrees as
follows for the benefit of the other party and the equal and ratable benefit of the Holders of the Issuer’s Class A-1 0.68000%
Auto Loan Asset Backed Notes (the “Class A-1 Notes”), Class A-2 1.07% Auto Loan Asset Backed Notes (the “Class
A-2 Notes”), Class A-3 1.20% Auto Loan Asset Backed Notes (the “Class A-3 Notes”) and Class A-4 1.39%
Auto Loan Asset Backed Notes (the “Class A-4 Notes” and together with the Class A-1 Notes, the Class A-2 Notes
and the Class A-3 Notes, the “Class A Notes”) and Class B 1.82% Auto Loan Asset Backed Notes (the “Class
B Notes” and together with the Class A Notes, the “Notes”).


 


GRANTING CLAUSE


 


The Issuer, to secure
the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without
prejudice, priority or distinction except as set forth herein, and to secure compliance with the provisions of this Indenture,
hereby Grants in trust to the Indenture Trustee on the Closing Date, as trustee for the benefit of the Noteholders, all of the
Issuer’s right, title and interest, whether now owned or hereafter acquired, in and to (i) the Trust Estate and (ii) all
present and future claims, demands, causes and choses in action in respect of any or all of the Trust Estate and all payments on
or under and all proceeds of every kind and nature whatsoever in respect of any or all of the Trust Estate, including all proceeds
of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment
of any and every kind and other forms of obligations and receivables, instruments, securities, financial assets and other property
which at any time constitute all or part of or are included in the proceeds of any of the Trust Estate (collectively, the “Collateral”).


 


The Indenture Trustee,
on behalf of the Noteholders, acknowledges the foregoing Grant, accepts the trusts under this Indenture and agrees to perform its
duties required in this Indenture in accordance with the provisions of this Indenture.


 


The foregoing Grant
is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes,
equally and ratably without prejudice, priority or distinction except as set forth herein and (ii) compliance with the provisions
of this Indenture, all as provided in this Indenture.


 


Without limiting the
foregoing Grant, any Receivable purchased by the Bank pursuant to Section 3.4 of the Purchase Agreement or by the Servicer
pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to be automatically released from the lien of
this Indenture without any action being taken by the Indenture Trustee upon payment by the Seller or the Servicer, as applicable,
of the related Repurchase Price for such Repurchased Receivable.


 


	 	 	Indenture (USAA 2016-1)




    	 



    	



    

ARTICLE
I DEFINITIONS AND INCORPORATION BY REFERENCE


 


SECTION 1.1 Definitions.
Except as otherwise specified herein or the context may otherwise require, capitalized terms are used in this Indenture as defined
in Appendix A to the Sale and Servicing Agreement, dated as of September 21, 2016 (as amended, modified or supplemented
from time to time, the “Sale and Servicing Agreement”), among USAA Acceptance, LLC, as Seller, the Issuer, USAA
Federal Savings Bank, as Servicer, and the Indenture Trustee.


 


SECTION 1.2 Incorporation
by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:


 


“Commission”
means the Securities and Exchange Commission.


 


“indenture
securities” means the Notes.


 


“indenture
security holder” means a Noteholder.


 


“indenture
to be qualified” means this Indenture.


 


“indenture
trustee” or “institutional trustee” means the Indenture Trustee.


 


“obligor”
on the indenture securities means the Issuer and any other obligor on the indenture securities.


 


All other TIA terms
used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have
the meaning assigned to them by such definitions.


 


SECTION 1.3 Other
Interpretive Provisions. All terms defined in this Indenture shall have the defined meanings when used in any certificate or
other document delivered pursuant hereto unless otherwise defined therein. For purposes of this Indenture and all such certificates
and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in this Indenture, and accounting
terms partly defined in this Indenture 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 Indenture and GAAP conflict, the definitions in this Indenture shall control);
(b) terms defined in Article 9 of the UCC as in effect in the relevant jurisdiction and not otherwise defined in this Indenture
are used as defined in that Article; (c) the words “hereof,” “herein” and “hereunder” and words
of similar import refer to this Indenture as a whole and not to any particular provision of this Indenture; (d) references to any
Article, Section, Schedule, Appendix or Exhibit are references to Articles, Sections, Schedules, Appendices and Exhibits in or
to this Indenture 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


 





	 	2	Indenture (USAA 2016-1)




    	 



    	



    

and include any successor
law or regulation; (g) references to any Person include that Person’s successors and assigns; and (h) unless the context
otherwise requires, defined terms shall be equally applicable to both the singular and plural forms.


 


ARTICLE
II THE NOTES


 


SECTION 2.1 Form.
The Class A Notes and the Class B Notes, in each case together with the Indenture Trustee’s certificate of authentication,
shall be in substantially the form set forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing the Notes,
as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with
an appropriate reference thereto on the face of the Note.


 


Each Note shall be dated
the date of its authentication. The terms of the Notes set forth in Exhibit A hereto are part of the terms of this Indenture.


 


SECTION 2.2 Execution,
Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature
of any such Authorized Officer on the Notes may be manual or facsimile.


 


Notes bearing the manual
or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding
that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or
did not hold such offices at the date of such Notes.


 


The Indenture Trustee
shall, upon Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an Initial Note Balance of $152,000,000,
Class A-2 Notes for original issue in an Initial Note Balance of $135,000,000, Class A-3 Notes for original issue in an Initial
Note Balance of $135,000,000, Class A-4 Notes for original issue in an Initial Note Balance of $69,180,000 and Class B Notes for
original issue in an Initial Note Balance of $8,820,000. The Note Balance of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes,
Class A-4 Notes and Class B Notes Outstanding at any time may not exceed such amounts except as provided in Section 2.5.


 


Each Note shall be dated
the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral
multiples of $1,000 in excess thereof (except for one Note of each Class which may be issued in a denomination other than an integral
multiple of $1,000).


 


No Note shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate
of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one
of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such
Note has been duly authenticated and delivered hereunder.


 





	 	3	Indenture (USAA 2016-1)




    	 



    	



    

SECTION 2.3 Temporary
Notes. Pending the preparation of Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order, the Indenture
Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise
produced, substantially of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent
with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.


 


If temporary Notes are
issued, the Issuer shall cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive
Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency
of the Issuer to be maintained as provided in Section 3.2, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Notes, the Issuer shall execute and the Indenture Trustee upon Issuer Order shall authenticate and
deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary
Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.


 


SECTION 2.4 Registration
of Transfer and Exchange. The Issuer shall cause to be kept a register (the “Note Register”) in which, subject
to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration
of transfers of Notes. The Indenture Trustee shall initially be “Note Registrar” for the purpose of registering Notes
and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor
or, if it elects not to make such an appointment, assume the duties of Note Registrar.


 


If a Person other than
the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer shall give the Indenture Trustee prompt written
notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and
the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and
the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by
a Responsible Officer thereof as to the names and addresses of the Noteholders and the principal amounts and number of such Notes.


 


Upon surrender for registration
of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.2, if the requirements
of Section 8-401 of the UCC and this Indenture are met, the Issuer shall execute and upon its written request the Indenture Trustee
shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees,
one or more new Notes, in any authorized denominations, of the same Class and a like aggregate outstanding principal amount.


 


At the option of the
related Noteholder, Notes may be exchanged for other Notes in any authorized denominations, of the same Class and a like aggregate
outstanding principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered
for exchange, if the requirements of Section 8-401 of the UCC are met the Issuer shall execute and, upon Issuer Request, the Indenture
Trustee shall authenticate and the related Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making
the exchange is entitled to receive.


 





	 	4	Indenture (USAA 2016-1)




    	 



    	



    

All Notes issued upon
any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled
to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.


 


Every Note presented
or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by, a written instrument
of transfer in form and substance satisfactory to the Issuer and the Indenture Trustee duly executed by the Noteholder thereof
or its attorney-in-fact duly authorized in writing, with such signature guaranteed by an “eligible grantor institution”
meeting the requirements of the Note Registrar which requirements include membership or participation in a Securities Transfer
Agents Medallion Program (“Stamp”) or such other “signature guarantee program” as may be determined
by the Note Registrar in addition to, or in substitution for, Stamp, all in accordance with the Exchange Act and (ii) accompanied
by such other documents as the Indenture Trustee may require.


 


No service charge shall
be made to a Noteholder for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of
Notes, other than exchanges pursuant to Section 2.3 or Section 9.6 not involving any transfer.


 


The preceding provisions
of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or
exchanges of any Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with
respect to such Note.


 


SECTION 2.5 Mutilated,
Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture
Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the
absence of written notice to the Issuer, the Note Registrar and a Responsible Officer of the Indenture Trustee that such Note has
been acquired by a “protected purchaser” (as contemplated by Article 8 of the UCC), and provided, that the requirements
of Section 8-405 of the UCC are met, the Issuer shall execute and upon its written request the Indenture Trustee shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided,
that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due
and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may upon delivery of the
security or indemnity herein required pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date
without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant
to the proviso to the preceding sentence, a “protected purchaser” (as contemplated by Article 8 of the UCC) of the
original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture
Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person
taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except
a “protected purchaser” (as contemplated by Article 8 of the UCC), and shall be entitled to recover upon the security
or


 





	 	5	Indenture (USAA 2016-1)




    	 



    	



    

indemnity provided therefor
to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.


 


Upon the issuance of
any replacement Note under this Section 2.5, the Issuer or the Indenture Trustee may require the payment by the Noteholder
of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable
expenses (including the fees and expenses of the Indenture Trustee or the Note Registrar) connected therewith.


 


Every replacement Note
issued pursuant to this Section 2.5 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Issuer, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.


 


The provisions of this
Section 2.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.


 


SECTION 2.6 Persons
Deemed Owners. Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination)
as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all
other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer, the Indenture Trustee nor any agent of
the Issuer or the Indenture Trustee shall be affected by notice to the contrary.


 


SECTION 2.7 Payment
of Principal and Interest; Defaulted Interest. (a) Each Note shall accrue interest at its respective Interest Rate, and such
interest shall be payable on each Payment Date as specified therein, subject to Sections 3.1, 8.2 and 11.12.
Any installment of interest or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer
on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered
on the Record Date. On each Payment Date, distributions to be made with respect to interest on and principal of the Book-Entry
Notes will be paid to the registered Noteholder by wire transfer in immediately available funds to the account designated by the
nominee of the Clearing Agency (initially, such nominee will be Cede & Co.). Distributions to be made with respect to interest
on and principal of the Definitive Notes will be paid to the Registered Noteholder (i) if such Noteholder has provided to the Note
Register appropriate written instructions at least five (5) Business Days prior to such Payment Date, by wire transfer in immediately
available funds to the account of such Noteholder or otherwise (ii) by cashier’s check mailed first class mail, postage prepaid,
to such registered Noteholder’s address as it appears on the Note Register on the related Record Date. However, the final
installment of principal (whether payable by wire transfer or check) of each Note on a Payment Date, the Redemption Date or the
applicable Final Scheduled Payment Date will be payable as provided below. The funds represented by any such checks returned undelivered
shall be held in accordance with Section 3.3.


 





	 	6	Indenture (USAA 2016-1)




    	 



    	



    

(b) The principal of
each Note shall be payable in installments on each Payment Date as provided in Section 8.2. Notwithstanding the foregoing,
the entire unpaid Note Balance and all accrued interest thereon shall be due and payable, if not previously paid, on the earlier
of (i) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Holders of
a majority of the Note Balance of the Controlling Class, have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2 and (ii) with respect to any Class of Notes, on the Final Scheduled Payment Date for that Class.
All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture
Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment
Date on which Indenture Trustee expects that the final installment of principal of and interest on such Note will be paid. Such
notice shall be transmitted prior to such final Payment Date and shall specify that such final installment will be payable only
upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment
of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.


 


(c) If the Issuer defaults
on a payment of interest on any Class of Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest
to the extent lawful at the applicable Interest Rate for such Class of Notes), which shall be due and payable on the Payment Date
following such default. The Issuer shall pay such defaulted interest to the Persons who are Noteholders on the Record Date for
such following Payment Date.


 


SECTION 2.8 Cancellation.
All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than
the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee. The Issuer
may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which
the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture
Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except
as expressly permitted by this Indenture. All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance
with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that
they be destroyed or returned to it; provided, that such Issuer Order is timely and that such Notes have not been previously
disposed of by the Indenture Trustee.


 


SECTION 2.9 Release
of Collateral. Subject to Section 11.1, the Indenture Trustee shall release property from the lien of this Indenture
only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel, and, unless the Notes
have been redeemed in accordance with Section 10.1, Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such
Independent Certificates. If the Commission shall issue an exemptive order under TIA Section 304(d) modifying the Issuer’s
obligations under TIA Sections 314(c) and 314(d)(1), subject to Section 11.1 and the terms of the Transaction Documents,
the Indenture Trustee shall release property from the lien of this Indenture in accordance with the conditions and procedures set
forth in such exemptive order.


 





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SECTION 2.10 Book-Entry
Notes. The Notes, upon original issuance, will be issued in the form of typewritten notes representing the Book-Entry Notes,
to be delivered to the Indenture Trustee, as agent for DTC, the initial Clearing Agency, by, or on behalf of, the Issuer. One fully
registered Note shall be issued with respect to each $500 million in principal amount of each Class of Notes and any such lesser
amount. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Note Owner shall receive a Definitive Note representing such Note Owner’s interest in such Note,
except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”)
have been issued to Note Owners pursuant to Section 2.12:


 


(a) the provisions of
this Section shall be in full force and effect;


 


(b) the Note Registrar
and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the
payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole Noteholder,
and shall have no obligation to the Note Owners;


 


(c) to the extent that
the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;


 


(d) the rights of Note
Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between
or among such Note Owners and the Clearing Agency and/or the Clearing Agency Participants or Persons acting through Clearing Agency
Participants. Pursuant to the Note Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 2.12,
the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments
of principal of and interest on the Notes to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note
Registrar shall have liability or responsibility thereof); and


 


(e) whenever this Indenture
requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage
of the Outstanding Note Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has
received instructions to such effect from Note Owners and/or Clearing Agency Participants or Persons acting through Clearing Agency
Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered
such instructions to the Indenture Trustee.


 


SECTION 2.11 Notices
to Clearing Agency. Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12, the Indenture Trustee shall give
all such notices and communications specified herein to be given to the Noteholders to the Clearing Agency, and shall have no obligation
to the Note Owners.


 


SECTION 2.12 Definitive
Notes. If (a) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able
to properly discharge its responsibilities with respect to the Notes, and the Administrator or the Indenture Trustee is unable
to locate a qualified successor, (b) the Administrator at its option advises the Indenture


 





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Trustee in writing that
it elects to terminate the book-entry system through the Clearing Agency or (c) after the occurrence of an Event of Default, Note
Owners representing beneficial interests aggregating at least a majority of the Outstanding Note Balance, voting together as a
single Class, advise the Indenture Trustee through the Clearing Agency or its successor in writing that the continuation of a book-entry
system through the Clearing Agency or its successor is no longer in the best interests of the Note Owners, then the Indenture Trustee
shall instruct the Clearing Agency to notify each Clearing Agency Participant and request that such Clearing Agency Participant
notify the related Note Owners associated, of the occurrence of any such event and of the availability of Definitive Notes to Note
Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry
Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall
authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar
or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall
be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the
Holders of the Definitive Notes as Noteholders.


 


The Definitive Notes
shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel
engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.


 


SECTION 2.13 Authenticating
Agents. (a) Upon the request of the Issuer, the Indenture Trustee shall, and if the Indenture Trustee so chooses the Indenture
Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) with power to act on its behalf and
subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Sections
2.2, 2.3, 2.4, 2.5 and 9.6, as fully to all intents and purposes as though
each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of
this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section shall be deemed to be the authentication
of Notes “by the Indenture Trustee.” The Indenture Trustee shall be the Authenticating Agent in the absence of any
appointment thereof.


 


(b) Any corporation
into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding
to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating
Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent
or such successor corporation.


 


(c) Any Authenticating
Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuer. The Indenture Trustee
may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating
Agent and the Issuer. Upon receiving such notice of resignation or upon such termination, the Indenture Trustee may appoint a successor
Authenticating Agent and shall give written notice of any such appointment to the Issuer.


 





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(d) The provisions of
Section 6.4 shall be applicable to any Authenticating Agent.


 


SECTION 2.14 Tax
Treatment.


 


(a) The Issuer has entered
into this Indenture, and the Notes shall be issued, with the intention that, for federal, state and local income, franchise and/or
value added tax purposes, the Notes shall qualify as indebtedness secured by the Collateral (except Notes owned by the Issuer or
a Person that is considered the same Person as the Issuer for U.S. federal income tax purposes). The Issuer, by entering into this
Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable
Book-Entry Note, if applicable), agree to treat such Notes for federal, state and local income, franchise and/or value added tax
purposes as indebtedness (except Notes owned by the Issuer or a Person that is considered the same Person as the Issuer for U.S.
federal income tax purposes).


 


(b) Promptly upon request,
each Noteholder and Note Owner shall provide to the Indenture Trustee, Paying Agent and/or the Issuer (or other person responsible
for withholding of taxes, including but not limited to FATCA Withholding Tax, or delivery of information under FATCA) with Tax
Identification Information. Further, each Noteholder and Note Owner is deemed to understand that the Issuer, Indenture Trustee
and Paying Agent have the right to withhold interest payable with respect to the Note (without any corresponding gross-up) on any
beneficial owner of an interest in a Note that fails to comply with the preceding sentence.


 


SECTION 2.15 Certain
Transfer Restrictions on the Notes.


 


(a) By acquiring a Note,
each purchaser and transferee (and if the purchaser or transferee is a Plan, its fiduciary) shall be deemed to represent and warrant
that either (a) it is not acquiring such Note (or any interest therein) on behalf of or with any assets of (x) a Benefit Plan or
(y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject
to Similar Law; or (b) (i) such Note is rated at least “BBB-” or its equivalent by at least one nationally recognized
statistical rating organization at the time of purchase or transfer and (ii) the acquisition, holding and disposition of such Note
(or any interest therein) will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code or a violation of any Similar Law.


 


(b) Any Notes retained
on the Closing Date by the Issuer or a Person that is considered the same Person as the Issuer for U.S. federal income tax purposes
may not be transferred to another Person (other than a Person that is considered the same Person as the Issuer for U.S. federal
income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture
Trustee at such time stating that either (x) such Notes will be debt for U.S. federal income tax purposes or (y) the sale of such
Notes to a Person unrelated to the Issuer will not cause the Issuer to be treated as an association or publicly traded partnership
taxable as a corporation. With respect to any transfer for which the Opinion of Counsel provided pursuant to the preceding sentence
is as described in clause (y), the sale or transfer of such Notes must be to a Person who is a United States Person (within the
meaning of Section 7701(a)(30) of the Code), must not be required to be registered under the Securities Act and such Notes and
the Certificate may at no time be held by more than 95 Persons, directly or indirectly, unless such Opinion of Counsel also states
that such Notes will be debt for U.S.


 





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federal income tax purposes.
In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount),
tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as
a condition to such transfer. Any Notes whose transfer required the delivery of the Opinion of Counsel as is described in clause
(y) will require a similar Opinion of Counsel with respect to each subsequent transfer of such Notes.


 


(c) Any purported transfer
of a Note not in accordance with this Section 2.15 shall be null and void ab initio and shall not be given effect
for any purpose hereunder.


 


(d) The Indenture Trustee
shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under
this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery
of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required
by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements
hereof.


 


ARTICLE
III COVENANTS


 


SECTION 3.1 Payment
of Principal and Interest. The Issuer will duly and punctually pay the principal of and interest on the Notes in accordance
with the terms of the Notes and this Indenture. Without limiting the foregoing and subject to Section 8.2, on each Payment
Date the Issuer shall cause to be paid all amounts on deposit in the Collection Account which represent Available Funds for such
Payment Date and the Reserve Account Draw Amount for such Payment Date received by the Servicer during the preceding Collection
Period. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall
be considered to have been paid by the Issuer to such Noteholder for all purposes of this Indenture. Interest accrued on the Notes
shall be due and payable on each Payment Date. The final interest payment on each Class of Notes is due on the earlier of (a) the
Payment Date (including any Redemption Date) on which the principal amount of that Class of Notes is reduced to zero or (b) the
applicable Final Scheduled Payment Date for that Class of Notes.


 


SECTION 3.2 Maintenance
of Office or Agency. As long as any of the Notes remain outstanding, the Issuer shall maintain an office or agency where Notes
may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of
the Notes and this Indenture may be served, which office or agency shall initially be located at the Corporate Trust Office provided
in clause (i) of the definition of such term. The Issuer hereby initially appoints the Indenture Trustee to serve as its agent
for the foregoing purposes. The Issuer shall give prompt written notice to the Indenture Trustee of the location, and of any change
in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall
fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the
Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices
and demands.


 





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SECTION 3.3 Money
for Payments To Be Held in Trust. (a) As provided in Sections 8.2 and 5.4, all payments of amounts due and payable
with respect to any Notes that are to be made from amounts withdrawn from the Trust Accounts shall be made on behalf of the Issuer
by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn therefrom for payments on the Notes shall be paid
over to the Issuer except as provided in this Section 3.3 and Section 4.4 of the Sale and Servicing Agreement.


 


(b) On or prior to 3:00
p.m. New York time on the Business Day prior to each Payment Date and Redemption Date, the Issuer shall deposit or cause to be
deposited into the Collection Account an aggregate sum in immediately available funds sufficient to pay the amounts then becoming
due under the Notes, and the Paying Agent shall hold such sum to be held in trust for the benefit of the Persons entitled thereto
pursuant to the Transaction Documents and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture
Trustee in writing of its action or failure so to act.


 


(c) The Issuer shall
cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which
such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees
to the extent relevant), subject to the provisions of this Section, that such Paying Agent shall:


 


(i) hold all
sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as
provided in the Transaction Documents;


 


(ii) give the
Indenture Trustee written notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge
in the making of any payment required to be made with respect to the Notes;


 


(iii) at any
time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture
Trustee all sums so held in trust by such Paying Agent;


 


(iv) promptly
provide 30 days’ prior written notice of its resignation as a Paying Agent and forthwith pay to the Indenture Trustee all
sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying
Agent at the time of its appointment; and


 


(v) comply
with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding
taxes imposed thereon, including any FATCA Withholding Tax (including obtaining and retaining from Persons entitled to payments
with respect to the Notes any Tax Identification Information and paying over such withheld amounts to the appropriate Governmental
Authority), and with respect to any applicable reporting requirements in connection with any payments made by it on any Notes and
any withholding of taxes therefrom, and, upon request, provide any collected Tax Identification Information or Tax Identification
Information of the Paying Agent and/or Indenture Trustee to the Issuer.


 





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(d) The Issuer may at
any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order
direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the
Indenture Trustee upon the same trusts as those upon which such sums were held by such Paying Agent; and upon such a payment by
any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such
money.


 


(e) Subject to applicable
laws with respect to the escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment
of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall
be discharged from such trust and distributed by the Indenture Trustee to the Issuer upon receipt of an Issuer Request and the
Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof and all liability
of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however,
that the Indenture Trustee or such Paying Agent, before being required to make any such payment, shall at the reasonable expense
and direction of the Issuer cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and
that, after a date specified therein, which date shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining shall be distributed to the Issuer. The Indenture Trustee may also adopt and employ, at the
written direction of and at the expense of the Issuer, any other reasonable means of notification of such repayment (including,
but not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such Noteholder).


 


SECTION 3.4 Existence.
The Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware
(unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United
States of America, in which case the Issuer shall keep in full effect its existence, rights and franchises under the laws of such
other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification
is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Trust Estate.


 


SECTION 3.5 Protection
of Collateral. The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee
on behalf of the Noteholders to be prior to all other Liens in respect of the Collateral, and the Issuer shall take all actions
necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a
first priority, perfected security interest in the Collateral (except to the extent that the interest of the Indenture Trustee
therein cannot be perfected by the filing of a financing statement). The Issuer shall from time to time execute and deliver all
such supplements and amendments hereto, shall file or authorize the filing of all such financing statements, continuation statements,
instruments of further assurance and other instruments, all as prepared by the Administrator and delivered to the Issuer, and shall
take such other action necessary or advisable to:


 





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(a) Grant more effectively
all or any portion of the Collateral;


 


(b) maintain or preserve
the lien and security interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes
hereof;


 


(c) perfect, publish
notice of or protect the validity of any Grant made or to be made by this Indenture;


 


(d) enforce any of the
Collateral; or


 


(e) preserve and defend
title to the Collateral and the rights of the Indenture Trustee and the Noteholders in the Collateral against the claims of all
Persons.


 


The Issuer hereby designates
the Indenture Trustee its agent and attorney-in-fact and hereby authorizes the Indenture Trustee to file all financing statements,
continuation statements or other instruments required to be filed (if any) pursuant to this Section 3.5; provided, however,
the Indenture Trustee shall have no duty and shall not be responsible for filing any financing or continuation statements or recording
any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of
any security interest. Notwithstanding any statement to the contrary contained herein or in any other Transaction Document, the
Issuer shall not be required to notify any insurer with respect to any Insurance Policy or about any aspect of the transactions
contemplated by the Transaction Documents.


 


SECTION 3.6 Opinions
as to Collateral. (a) On the Closing Date, the Issuer shall furnish or cause to be furnished to the Indenture Trustee an Opinion
of Counsel to the effect that, in the opinion of such counsel, either (i) such action has been taken with respect to the recording
and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the filing
of any financing statements and continuation statements as are necessary to perfect and make effective the first priority lien
and security interest of this Indenture, and reciting the details of such action, or (ii) no such action is necessary to make such
lien and security interest effective.


 


(b) On or before April
30th of each calendar year, beginning with April 30, 2017, the Issuer shall furnish to the Indenture Trustee an Opinion
of Counsel to the effect that, in the opinion of such counsel, either (i) such action has been taken with respect to the recording,
filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, and
with respect to the filing of any financing statements and continuation statements as are necessary to maintain the lien and security
interest created by this Indenture, and reciting the details of such actions or referring to prior Opinions of Counsel in which
such details are given or (ii) no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel
shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and
any other requisite documents and the filing of any financing statements and continuation statements that will, in the opinion
of such counsel, be required to maintain the lien and security interest of this Indenture until April 30 in the following calendar
year.


 


SECTION 3.7 Performance
of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its reasonable efforts not
to permit any action to be taken


 





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by others, including
the Administrator, that would release any Person from any of such Person’s material covenants or obligations under any instrument
or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge
of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other
court or as expressly provided in this Indenture, the Transaction Documents or such other instrument or agreement.


 


(b) The Issuer may contract
with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified
to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially,
the Issuer has contracted with the Administrator, and the Administrator has agreed, to assist the Issuer in performing its duties
under this Indenture. The Indenture Trustee is hereby directed to execute the acknowledgment in the Administration Agreement.


 


(c) The Issuer shall,
and shall cause the Administrator and the Servicer to, punctually perform and observe all of its respective obligations and agreements
contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Collateral, including
but not limited to preparing (or causing to be prepared) and filing (or causing to be filed) all UCC financing statements and continuation
statements required to be filed by the terms of this Indenture and the other Transaction Documents in accordance with and within
the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend,
modify, supplement or terminate any Transaction Document or any provision thereof other than in accordance with the amendment provisions
set forth in such Transaction Document.


 


SECTION 3.8 Negative
Covenants. So long as any Notes are Outstanding, the Issuer shall not:


 


(a) engage in any activities
other than financing, acquiring, owning, pledging and managing the Receivables and the other Collateral as contemplated by this
Indenture and the other Transaction Documents;


 


(b) except as expressly
permitted by this Indenture or in the other Transaction Documents, sell, transfer, exchange or otherwise dispose of any of the
properties or assets of the Issuer;


 


(c) claim any credit
on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld
from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason
of the payment of the taxes levied or assessed upon any part of the Trust Estate;


 


(d) dissolve or liquidate
in whole or in part;


 


(e) (i) permit the validity
or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated,
terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under
this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than Permitted Liens) to be created on
or extend to or otherwise arise upon or burden the assets


 





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of the Issuer or any
part thereof or any interest therein or the proceeds thereof or (iii) permit the lien of this Indenture not to constitute a valid
first priority (other than with respect to any Permitted Lien) security interest in the Collateral;


 


(f) incur, assume or
guarantee any indebtedness other than indebtedness incurred in accordance with the Transaction Documents; or


 


(g) merge or consolidate
with, or transfer substantially all of its assets to, any other Person.


 


SECTION 3.9 Annual
Compliance Statement.


 


(a) The Issuer shall
deliver to the Indenture Trustee on or before April 30th of each calendar year beginning with April 30, 2017, an Officer’s
Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:


 


(i) a review
of the activities of the Issuer during such year (or since the Closing Date, in the case of the first such Officer’s Certificate)
and of its performance under this Indenture has been made under such Authorized Officer’s supervision; and


 


(ii) to the
best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied in all material respects with
all conditions and covenants under this Indenture throughout such year, or, if there has been a default in the compliance of any
such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.


 


(b) The Issuer shall:


 


(i) deliver
to the Indenture Trustee, within 15 days after the Issuer is required (if at all) to file the same with the Commission, copies
of the annual reports and such other information, documents and reports (or copies of such portions of any of the foregoing as
the Commission may from time to time by rules and regulations prescribe) as the Issuer may be required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act or such other reports required pursuant to TIA Section 314(a)(1);


 


(ii) deliver
to the Indenture Trustee and file with the Commission in accordance with rules and regulations prescribed from time to time by
the Commission such other information, documents and reports with respect to compliance by the Issuer with the conditions and covenants
of this Indenture as may be required from time to time by such rules and regulations; and


 


(iii) supply
to the Indenture Trustee (and if required by TIA Section 313(c) the Indenture Trustee shall transmit by mail to all Noteholders)
such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and
(ii) of this Section 3.9(b) as may be required pursuant to rules and regulations prescribed from time to time by
the Commission.


 





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(c) Delivery of such
reports, information and documents to the Indenture Trustee is for informational purposes only and the Indenture Trustee’s
receipt of such shall not constitute constructive notice of any information contained therein or determinable from information
contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Indenture Trustee
is entitled to rely exclusively on Officer’s Certificates).


 


(d) Unless the Issuer
otherwise determines, the fiscal year of the Issuer shall be the same as the fiscal year of the Servicer, which is the calendar
year.


 


SECTION 3.10 Restrictions
on Certain Other Activities. The Issuer shall not: (i) engage in any activities other than financing, acquiring, owning, pledging
and managing the Trust Estate and the other Collateral in the manner contemplated by the Transaction Documents; (ii) issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness other than the Notes; (iii) make any
loan, advance or credit to, guarantee (directly or indirectly or by an instrument having the effect of assuring another’s
payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable,
directly or indirectly, in connection with the obligations, stocks or dividends of, own, purchase, repurchase or acquire (or agree
contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution
to, any other Person; or (iv) make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty
or personalty).


 


SECTION 3.11 Restricted
Payments. The Issuer shall not, directly or indirectly, (a) pay any dividend or make any distribution (by reduction of capital
or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial
interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the
Servicer or the Administrator, (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest
or security or (c) set aside or otherwise segregate any amounts for any such purpose; provided, that the Issuer may cause
to be made distributions to the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and the
Certificateholders as permitted by, and to the extent funds are available for such purpose under, this Indenture, the Sale and
Servicing Agreement, the Administration Agreement or the Trust Agreement. Other than as set forth in the preceding sentence, the
Issuer will not, directly or indirectly, make distributions from the Trust Accounts.


 


SECTION 3.12 Notice
of Events of Default. The Issuer shall promptly deliver to the Indenture Trustee and each Rating Agency written notice in the
form of an Officer’s Certificate of any event which with the giving of notice, the lapse of time or both would become an
Event of Default, its status and what action the Issuer is taking or proposes to take with respect thereto.


 


SECTION 3.13 Further
Instruments and Acts. Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.


 


SECTION 3.14 Compliance
with Laws. The Issuer shall comply with the requirements of all applicable laws, the non-compliance with which would, individually
or in the aggregate,


 





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materially and adversely
affect the ability of the Issuer to perform its obligations under the Notes, this Indenture or any other Transaction Document.


 


SECTION 3.15 Perfection
Representations, Warranties and Covenants. The perfection representations, warranties and covenants attached hereto as Schedule
I shall be deemed to be part of this Indenture for all purposes.


 


ARTICLE
IV SATISFACTION AND DISCHARGE


 


SECTION 4.1 Satisfaction
and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights
of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders
to receive payments of principal thereof and interest thereon, (d) Sections 3.3, 3.4, 3.5, 3.8, 3.10
and 3.11, (e) the rights and immunities of the Indenture Trustee, including but not limited to Article VI, hereunder and
(f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable
to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:


 


(a) all Notes theretofore
authenticated and delivered (other than (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid
as provided in Section 2.5 and (2) Notes for which payment money has theretofore been deposited in trust or segregated and
held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3)
have been delivered to the Indenture Trustee for cancellation;


 


(b) the Issuer has paid
or caused to be paid all other sums payable hereunder by the Issuer including all amounts due and owing to the Indenture Trustee;
and


 


(c) the Issuer has delivered
to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee),
and if such discharge is not related to a redemption of the Notes in accordance with Section 10.1), a certificate from a
firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and, subject to Section
11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture
have been complied with (and, in the case of an Officer’s Certificate, stating that the Rating Agency Condition has been
satisfied (provided, that such Officer’s Certificate need not state that the Rating Agency Condition has been satisfied
if all amounts owing on each Class of Notes have been paid or will be paid in full on the date of delivery of such Officer’s
Certificate)).


 


SECTION 4.2 Application
of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied
by it, in accordance with the provisions of the Notes, this Indenture and Article IV of the Sale and Servicing Agreement.
Such monies need not be segregated from other funds except to the extent required herein, in the Sale and Servicing Agreement or
by law.


 


SECTION 4.3 Repayment
of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes,
all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect


 





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to such Notes shall,
upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.3 and thereupon
such Paying Agent shall be released from all further liability with respect to such monies.


 


ARTICLE
V REMEDIES


 


SECTION 5.1 Events
of Default. The occurrence and continuation of any one of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a default under this
Indenture (each, an “Event of Default”):


 


(a) default
in the payment of any interest on any Note of the Controlling Class when the same becomes due and payable, and such default shall
continue for a period of five Business Days or more;


 


(b) default
in the payment of principal of any Note at the related Final Scheduled Payment Date or the Redemption Date;


 


(c) any failure
by the Issuer to duly observe or perform in any material respect any of its material covenants or agreements made in this Indenture
(other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically
dealt with), which failure materially and adversely affects the interests of the Noteholders, and such failure shall continue unremedied
for a period of 60 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee
or by Noteholders evidencing at least a majority of the Outstanding Note Balance, a written notice specifying such failure and
requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;


 


(d) any representation
or warranty of the Issuer made in this Indenture proves to have been incorrect in any material respect when made, which failure
materially and adversely affects the interests of the Noteholders, and which failure continues unremedied for 60 days after there
shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or by Noteholders evidencing at
least a majority of the Outstanding Note Balance, a written notice specifying such failure and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder; or


 


(e) an Insolvency
Event with respect to the Issuer;


 


provided, however, that a delay
in or failure of performance referred to under clauses (a), (b), (c) or (d) above for a period of 90
days will not constitute an Event of Default if that delay or failure was caused by force majeure or another similar occurrence
as certified by the Issuer in an Officer’s Certificate of the Issuer delivered to the Indenture Trustee.


 


The Issuer shall deliver
to the Indenture Trustee, within five (5) days of the occurrence thereof, written notice in the form of an Officer’s Certificate
of any event which with the giving


 





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of notice and the lapse
of time would become an Event of Default, its status and what action the Issuer is taking or proposes to take with respect thereto.


 


SECTION 5.2 Acceleration
of Maturity; Waiver of Event of Default. (a) Except as set forth in the last sentence of this Section 5.2(a), if an
Event of Default should occur and be continuing, then and in every such case the Indenture Trustee may, or if directed by the Noteholders
representing not less than a majority of the Note Balance of the Controlling Class shall, or the Noteholders of at least a majority
of the Note Balance of the Controlling Class may declare all the Notes to be immediately due and payable, by a notice in writing
to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid Note Balance of
such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and
payable. If an Event of Default specified in Section 5.1(e) occurs, all unpaid principal, together with all accrued and
unpaid interest thereon, of all Notes, and all other amounts payable hereunder, shall automatically become due and payable without
any declaration or other act on the part of the Indenture Trustee or any Noteholder.


 


(b) At any time after
such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter provided for in this Article V, the Noteholders representing a majority
of the Note Balance of the Controlling Class, by written notice to the Issuer and the Indenture Trustee, may rescind and annul
such declaration and its consequences if:


 


(i) the Issuer
has paid or deposited with the Indenture Trustee a sum sufficient to pay (A) all payments of principal of and interest on all Notes
and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration
had not occurred, and (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and counsel; and


 


(ii) all Events
of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been
cured or waived as provided in Section 5.12.


 


No such rescission shall
affect any subsequent default or impair any right consequent thereto.


 


If the Notes have been
declared due and payable or have automatically become due and payable following an Event of Default, the Indenture Trustee may
institute Proceedings to collect amounts due, exercise remedies as a secured party (including foreclosure or sale of the Collateral)
or elect to maintain the Collateral. Any sale of the Collateral by the Indenture Trustee will be subject to the terms and conditions
of Section 5.4.


 


SECTION 5.3 Collection
of Indebtedness and Suits for Enforcement by the Indenture Trustee. (a) The Issuer covenants that if (i) default is made in
the payment of any interest on any Note of the Controlling Class when the same becomes due and payable, and such default continues
for a period of five Business Days or more, or (ii) default is made in the payment of


 





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the principal of any
Note at the related Final Scheduled Payment Date or the Redemption Date, the Issuer will, upon demand of the Indenture Trustee
in writing as directed by a majority of the Note Balance of the Controlling Class, pay to the Indenture Trustee, for the benefit
of the Holders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon
the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments
of interest, at the applicable Interest Rate and in addition thereto such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee
and its agents and counsel.


 


(b) In case the Issuer
shall fail forthwith to pay the amounts described in clause (a) above upon such demand, the Indenture Trustee, in its own
name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute
such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect
in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the monies
adjudged or decreed to be payable.


 


(c) If an Event of Default
shall have occurred and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion,
proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee
shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable
right vested in the Indenture Trustee by this Indenture or by law.


 


(d) In case there shall
be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in
the Collateral, Proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official
shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of
any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property
of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made
any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or
otherwise:


 


(i) to file
and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file
such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including
any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents,
attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances and disbursements made,
by the Indenture Trustee and each predecessor Indenture Trustee,


 





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except as a
result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such Proceedings;


 


(ii) unless
prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby
trustee or Person performing similar functions in any such Proceedings;


 


(iii) to collect
and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with
respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and


 


(iv) to file
such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture
Trustee or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property;


 


and any trustee, receiver, liquidator,
custodian or other similar official in any such Proceeding is hereby authorized by each Noteholder to make payments to the Indenture
Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to
pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred,
and all advances and disbursements made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of
negligence, bad faith or willful misconduct, and any other amounts due the Indenture Trustee under Section 6.7.


 


(e) Nothing herein contained
shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder
any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such Proceeding except, as aforesaid,
to vote for the election of a trustee in bankruptcy or similar Person.


 


(f) All rights of action
and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession
of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings
instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment,
subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee
and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes, to the extent set forth
in Section 5.4(b).


 


(g) In any Proceedings
brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which
the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not
be necessary to make any Noteholder a party to any such Proceedings.


 





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SECTION 5.4 Remedies;
Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, or at the direction
of Noteholders representing not less than a majority of the Note Balance of the Controlling Class shall, do one or more of the
following (subject to Sections 5.2, 5.5, 5.6 and 5.11):


 


(i) institute
Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under
this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer
and any other obligor upon such Notes monies adjudged due;


 


(ii) institute
Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Collateral;


 


(iii) exercise
any other remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and
remedies of the Indenture Trustee and the Noteholders; and


 


(iv) subject
to Section 5.17, after an acceleration of the maturity of the Notes pursuant to Section 5.2, sell the Collateral
or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner
permitted by law;


 


provided, however, that the
Indenture Trustee may not sell or otherwise liquidate the Collateral following an Event of Default unless (A) the Holders of 100%
of the Note Balance of the Controlling Class have consented to such liquidation, (B) the proceeds of such sale or liquidation are
sufficient to pay in full the principal of and the accrued interest on the Outstanding Notes or (C) the default either (x) relates
to the failure to pay interest or principal when due (a “Payment Default”) and the Indenture Trustee determines
(but shall have no obligation to make such determination) that the Collections on the Receivables will not be sufficient on an
ongoing basis to make all payments on the Notes as they would have become due if the Notes had not been declared due and payable
or (y) relates to an Insolvency Event and, in the case of each of (x) and (y) above, the Indenture Trustee obtains the consent
of the Holders of 66-2/3% of the Note Balance of the Controlling Class. In determining such sufficiency or insufficiency with respect
to clauses (B) and (C) of the preceding sentence, the Indenture Trustee may at the expense of the Issuer, but need
not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility
of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding anything herein to the
contrary, if the Event of Default does not relate to a Payment Default or Insolvency Event with respect to the Issuer, the Indenture
Trustee may not sell or otherwise liquidate the Trust Estate unless the Holders of all Outstanding Notes consent to such sale or
the proceeds of such sale are sufficient to pay in full the principal of and accrued interest on the Outstanding Notes.


 


(b) Notwithstanding
the provisions of Section 8.2 of this Indenture or Section 4.4 of the Sale and Servicing Agreement after an Event
of Default and acceleration of the Notes, if the Indenture Trustee collects any Collections, money or property with respect to
the Collateral, it shall pay out such Collections, money or property (and other amounts, including all amounts


 





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held on deposit in the
Reserve Account) held as Collateral for the benefit of the Noteholders (net of liquidation costs associated with the sale of the
Trust Estate) in the following order of priority:


 


(i) first,
to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including any unpaid Indenture Trustee or Owner Trustee
fees with respect to prior periods), and expenses and indemnity payments which have not previously been paid;


 


(ii) second,
to the Asset Representations Reviewer, any accrued and unpaid fees (including any unpaid Asset Representations Reviewer fees with
respect to prior periods) and expenses and indemnity payments which have not previously been paid;


 


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


 


(iv) fourth,
pro rata, based on amounts due to the Class A Noteholders, for payment to each respective Class of Class A Noteholders, the Accrued
Class A Note Interest; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued
Class A Note Interest, the amount available shall be applied to the payment of such interest on each Class of Class A Notes on
a pro rata basis based on the amount of interest payable to each Class of Class A Notes;


 


(v) fifth,
to the Holders of the Class A-1 Notes in respect of principal thereof until the Class A-1 Notes have been paid in full;


 


(vi) sixth,
to the Holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, in respect of principal thereon, on a pro rata basis
(based on the Note Balance of each Class on such Payment Date), until all Classes of the Class A Notes have been paid in full;


 


(vii) seventh,
to the Holders of the Class B Notes, the Accrued Class B Note Interest;


 


(viii) eighth,
to the Holders of the Class B Notes in respect of principal thereon until the Class B Notes have been paid in full;


 


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


 


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


 


The Indenture Trustee
may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.4. At least 15 days before
such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the record date, the
payment date and the amount to be paid.


 


If the Notes have not
been accelerated because of an Event of Default, if the Indenture Trustee collects any money or property pursuant to this Article
V, such amounts shall be


 





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deposited into the Collection
Account and distributed in accordance with Section 4.4 of the Sale and Servicing Agreement and Section 8.2 hereof.


 


SECTION 5.5 Optional
Preservation of the Collateral. If the Notes have been declared or are automatically due and payable under Section 5.2
following an Event of Default and such declaration or automatic occurrence and its consequences have not been rescinded and annulled,
if permitted hereunder, the Indenture Trustee may, but need not, elect to maintain possession of the Trust Estate and continue
to apply the proceeds thereof in accordance with Section 5.4(b). It is the intent of the parties hereto and the Noteholders
that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee
shall take such intent into account when determining whether or not to maintain possession of the Collateral. In determining whether
to maintain possession of the Collateral, the Indenture Trustee may (at other than its own expense), but need not, obtain and rely
upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Collateral for such purpose.


 


SECTION 5.6 Limitation
of Suits. (a) No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


(i) such Holder
has previously given written notice to the Indenture Trustee of a continuing Event of Default;


 


(ii) the Holders
of not less than 25% of the Note Balance of the Controlling Class have made written request to the Indenture Trustee to institute
such Proceeding in respect of such Event of Default in its own name as the Indenture Trustee hereunder;


 


(iii) such
Holder or Holders have offered to the Indenture Trustee indemnity reasonably satisfactory to it against the costs, expenses and
liabilities to be incurred in complying with such request;


 


(iv) the Indenture
Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings;
and


 


(v) no direction
inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders of a majority
of the Outstanding Note Balance.


 


No Noteholder or group of Noteholders shall
have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce
any right under this Indenture, except, in each case, to the extent and in the manner herein provided.


 


In the event the Indenture
Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing
less than a majority of the Note Balance of the Controlling Class, the Indenture Trustee shall act at the direction of the group
of Noteholders representing the greater Note Balance of the Controlling Class. If the


 





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Indenture Trustee receives
conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing equal Note Balances of the
Controlling Class, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding
any other provisions of this Indenture.


 


(b) No Noteholder shall
have any right to vote except as provided pursuant to this Indenture and the Notes, nor any right in any manner to otherwise control
the operation and management of the Issuer. However, in connection with any action as to which Noteholders are entitled to vote
or consent under this Indenture and the Notes, the Issuer may set a record date for purposes of determining the identity of Noteholders
entitled to vote or consent in accordance with TIA Section 316(c).


 


SECTION 5.7 Rights
of Noteholders to Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, the Holder of any
Note shall have the right to receive payment of the principal of and interest on such Note on or after the respective due dates
thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute
suit for the enforcement of any such payment and such right shall not be impaired without the consent of such Noteholder.


 


SECTION 5.8 Restoration
of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to
the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders
shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder,
and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding
had been instituted.


 


SECTION 5.9 Rights
and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders
is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder or otherwise shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


SECTION 5.10 Delay
or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Holder of any Note to exercise any right or
remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default
or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Indenture
Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee
or by the Noteholders, as the case may be.


 


SECTION 5.11 Control
by Noteholders. Subject to the provisions of Sections 5.4, 5.6, 6.1(c), 6.2(d), 6.2(e) and
6.2(f). Noteholders holding not less than a majority of the Note Balance of the Controlling Class, shall have the right
to direct the time, method and place of conducting


 





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any Proceeding for any
remedy available to the Indenture Trustee with respect to the Notes or with respect to the exercise of any trust or power conferred
on the Indenture Trustee; provided, that


 


(a) such direction
shall not be in conflict with any rule of law or with this Indenture;


 


(b) subject
to the express terms of the proviso and the last sentence of Section 5.4(a), any direction to the Indenture Trustee to sell
or liquidate the Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Note Balance
unless the proceeds of such sale are sufficient to pay in full the principal of and accrued interest on the Outstanding Notes;


 


(c) if the
conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant
to such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding
Note Balance to sell or liquidate the Trust Estate shall be of no force and effect;


 


(d) the Indenture
Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction, applicable
law and the terms of this Indenture; and


 


(e) such direction
shall be in writing;


 


provided, further, that,
subject to Section 6.1, the Indenture Trustee need not take any action that it determines might expose it to personal liability
or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action.


 


SECTION 5.12 Waiver
of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2,
the Holders of Notes of not less than a majority of the Note Balance of the Controlling Class may waive any past Default or Event
of Default and its consequences except a Default (a) in payment of principal of or interest on any of the Notes, (b) in respect
of a covenant or provision hereof which cannot be modified or amended without the consent of each Noteholder or (c) arising from
an Insolvency Event with respect to the Issuer. In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders
shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent
or other Default or Event of Default or impair any right consequent thereto.


 


Upon any such waiver,
such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event
of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture;
but no such waiver shall extend to any prior, subsequent or other Default or Event of Default or impair any right consequent thereto.


 


SECTION 5.13 Undertaking
for Costs. All parties to this Indenture agree, and each Noteholder by such Noteholder’s acceptance thereof shall be
deemed to have agreed, that any


 





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court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee
for any action taken, suffered or omitted by it as the Indenture Trustee, the filing by any party litigant in such suit of an undertaking
to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to (a) any suit instituted by the Indenture Trustee, (b)
any suit instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding
Note Balance, or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any
Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after
the Redemption Date).


 


SECTION 5.14 Waiver
of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the
extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will
not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.


 


SECTION 5.15 Action
on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be
affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien
of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any
judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the
Trust Estate or upon any of the assets of the Issuer. Any money or property collected by the Indenture Trustee shall be applied
in accordance with Section 5.4(b), if the maturity of the Notes has been accelerated pursuant to Section 5.2, or
Section 4.4 of the Sale and Servicing Agreement and Section 8.2 of this Indenture, if the maturity of the Notes has
not been accelerated.


 


SECTION 5.16 Performance
and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, the Issuer shall
take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance (i) by the
Seller and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing
Agreement, or (ii) by the Seller or the Bank, as applicable, of each of their obligations under or in connection with the Purchase
Agreement, in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges
lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement and the Purchase Agreement, as the
case may be, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default
on the part of the Seller, the Servicer or the Bank thereunder and the institution of legal or administrative actions or Proceedings
to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement
or by the Seller or


 





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the Bank, as applicable,
of each of their obligations under or in connection with the Purchase Agreement.


 


(b) If an Event of Default
has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing) of the Holders
of a majority of the Note Balance of the Controlling Class shall, exercise all rights, remedies, powers, privileges and claims
of the Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Agreement or against the Seller
or the Bank under the Purchase Agreement, including the right or power to take any action to compel or secure performance or observance
by the Seller, the Servicer or the Bank of each of their obligations to the Issuer thereunder and to give any consent, request,
notice, direction, approval, extension or waiver under the Sale and Servicing Agreement or the Purchase Agreement, as applicable,
and any right of the Issuer to take such action shall be suspended.


 


SECTION 5.17 Sale
of Collateral. If the Indenture Trustee acts to sell the Collateral or any part thereof, pursuant to Section 5.4(a),
the Indenture Trustee or its agent shall publish a notice in an Authorized Newspaper stating that the Indenture Trustee or its
agent intends to effect such a sale in a commercially reasonable manner and on commercially reasonable terms, which shall include
the solicitation of competitive bids. Following such publication, the Indenture Trustee or its agent shall, unless otherwise prohibited
by applicable law from any such action, sell the Collateral or any part thereof, in such manner and on such terms as provided above
to the highest bidder, provided, however, that the Indenture Trustee or its agent may from time to time postpone
any sale by public announcement made at the time and place of such sale. The Indenture Trustee or its agent shall give notice to
the Seller and the Servicer of any proposed sale, and the Seller, the Servicer or any Affiliate thereof shall be permitted to bid
for the Collateral at any such sale. The Indenture Trustee or its agent may obtain a prior determination from a conservator, receiver
or trustee in bankruptcy of the Issuer that the terms and manner of any proposed sale are commercially reasonable. The power to
effect any sale of any portion of the Collateral pursuant to Section 5.4 and this Section 5.17 shall not be exhausted
by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral
shall have been sold or all amounts payable on the Notes shall have been paid. The Indenture Trustee may utilize an agent at other
than its own expense for the purpose of conducting any sale of Collateral hereunder.


 


ARTICLE
VI THE INDENTURE TRUSTEE


 


SECTION 6.1 Duties
of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the
rights and powers vested in it by this Indenture and with respect to the performance of its duties or obligations under this Indenture
only, the Indenture Trustee shall use the same degree of care and skill in their exercise as a prudent person would exercise or
use under the circumstances in the conduct of such Person’s own affairs.


 


(b) Except during an
Event of Default, subject to Section 6.1(a):


 


(i) the Indenture
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the other Transaction
Documents to


 





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which it is
a party and no implied covenants or obligations shall be read into this Indenture or the other Transaction Documents against the
Indenture Trustee; and


 


(ii) in the
absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming on their face
to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provisions hereof are
specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions
to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate
the accuracy of mathematical calculations or other facts stated therein).


 


(c) The Indenture Trustee
shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct,
except that:


 


(i) this paragraph
does not limit the effect of paragraph (b) of this Section 6.1;


 


(ii) the Indenture
Trustee shall not be liable for any error of judgment made in good faith unless it is proved that the Indenture Trustee was negligent
in ascertaining the pertinent facts;


 


(iii) the Indenture
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
from Noteholders in accordance with the terms of this Indenture; and


 


(iv) the Indenture
Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein
or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording
or filing or depositing or to any re-recording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see
to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with
respect to, assessed or levied against, any part of the Trust Estate other than as directed by the Servicer or the Administrator,
in either case, from funds available in the Collection Account, (D) except as otherwise set forth in Section 6.1(b)(ii),
to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Indenture Trustee pursuant to
this Indenture believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties,
or (E) to execute any certificates or other documents required pursuant to the Sarbanes-Oxley Act or the rules and regulations
promulgated thereunder, except with respect to the back-up certification provided pursuant to Section 9.21 of the Sale and
Servicing Agreement.


 


(d) Every provision
of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c)
of this Section 6.1.


 


(e) The Indenture Trustee
shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.


 





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(f) Money held in trust
by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture
or the Sale and Servicing Agreement.


 


(g) No provision of
this Indenture or any other Transaction Document shall require the Indenture Trustee to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights
or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against
such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event
require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer
under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the
rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture.


 


(h) Every provision
of this Indenture and each other Transaction Document relating to the conduct or affecting the liability of or affording protection
to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.


 


(i) The Indenture Trustee
shall take all actions required to be taken by the Indenture Trustee under the Sale and Servicing Agreement.


 


SECTION 6.2 Rights
of the Indenture Trustee. Subject to the provisions of Section 6.1:


 


(a) The Indenture Trustee
may conclusively rely on any resolution, certification, statement, opinion, report, notice, request, direction, consent, order,
bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person.
The Indenture Trustee need not investigate any fact or matter stated in the document, provided, however, the Indenture Trustee
may, and upon the written direction of a majority of the Note Balance of the Controlling Class shall (subject to the right hereunder
to be satisfactorily indemnified for associated expense and liability), make such further inquiry or investigation into such facts
or matters as it may see fit or as it shall be directed.


 


(b) Before the Indenture
Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel, as applicable. The
Indenture Trustee shall not be liable for any action it takes, suffers or omits to take in good faith in reliance on such Officer’s
Certificate or Opinion of Counsel.


 


(c) The Indenture Trustee
may execute any of the trusts or powers hereunder or under any of the Transaction Documents to which the Indenture Trustee is a
party or perform any duties hereunder or under any of the Transaction Documents to which the Indenture Trustee is a party either
directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for
any misconduct or negligence on the part of, or for the supervision of, any co-trustee or separate trustee appointed in accordance
with the provisions of Section 6.10, or any other such agent, attorney, custodian or nominee appointed with due care by
it hereunder. The Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision
of, the Administrator or the Servicer.


 





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(d) The Indenture Trustee
shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within
discretion or rights or powers conferred upon it by this Indenture; provided, however, that the Indenture Trustee’s
conduct does not constitute willful misconduct, negligence or bad faith.


 


(e) The Indenture Trustee
may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes
and any Transaction Documents to which the Indenture Trustee is a party shall be full and complete authorization and protection
from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice
or opinion of such counsel.


 


(f) The Indenture Trustee
shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or
defend any litigation under this Indenture or in relation to this Indenture or to honor the request or direction of any of the
Noteholders pursuant to this Indenture (other than requests, demands or directions relating to an Asset Representations Review
as explicitly set forth in Section 7.4 hereof or to the Noteholders’ or Note Owners’ rights to communicate with
each other as described in Section 3.13 of the Sale and Servicing Agreement) unless such Noteholders shall have offered
to the Indenture Trustee reasonable security or indemnity satisfactory to the Indenture Trustee against the reasonable costs, expenses,
disbursements, advances and liabilities that might be incurred by it, its agents and its counsel in compliance with such request
or direction.


 


(g) The Indenture Trustee
shall not be deemed to have notice of any Default, Event of Default, Servicer Replacement Event, breach of a representation or
warranty or any other event unless a Responsible Officer of the Indenture Trustee has actual knowledge thereof or has received
written notice thereof; provided, however, the Indenture Trustee shall not be deemed to have actual knowledge of
a breach of a representation or warranty solely as a result of the receipt by the Indenture Trustee of the Review Report.


 


(h) The right of the
Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty.


 


(i) Anything in this
Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable under or in connection with this Indenture
for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited
to lost profits, whether or not foreseeable, even if the Indenture Trustee has been advised of the possibility thereof and regardless
of the form of action in which such damages are sought.


 


(j) The Indenture Trustee
shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted
hereunder.


 


(k) Under no circumstances
shall the Indenture Trustee be liable for any costs, expenses or liabilities that could be allocated to the Requesting Investor
in any dispute resolution proceeding under Section 7.4 of this Indenture.


 


SECTION 6.3 Individual
Rights of the Indenture Trustee. Subject to Section 310 of the TIA, the Indenture Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may otherwise deal with the Seller, the Owner Trustee, the Administrator


 





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and their respective
Affiliates with the same rights it would have if it were not the Indenture Trustee, and the Seller, the Owner Trustee, the Administrator
and their respective Affiliates may maintain normal commercial banking and investment banking relationships with the Indenture
Trustee and its Affiliates. Any Paying Agent, Note Registrar, co-registrar, co-paying agent, co-trustee or separate trustee may
do the same with like rights. However, the Indenture Trustee must comply with Section 6.11.


 


SECTION 6.4 The Indenture
Trustee’s Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the validity
or adequacy of this Indenture, the Notes or the other Transaction Documents or the validity, sufficiency or perfection of the Collateral,
shall not be accountable for the Issuer’s use of the proceeds from the Notes, and shall not be responsible for any statement
or omission of the Issuer in the Indenture or the other Transaction Documents or in any document issued in connection with the
sale of the Notes or in the Notes, all of which shall be taken as the statements of the Issuer, other than the Indenture Trustee’s
certificate of authentication. The Indenture Trustee shall not be responsible for making Collections called for under the terms
and provisions of the Receivables and on each Payment Date shall make the deposits and distributions specified in this Indenture
and the Sale and Servicing Agreement solely based on information contained in, and as directed by, the Servicer’s Certificate.


 


SECTION 6.5 Notice
of Defaults. If a Default occurs and is continuing and if it is either actually known by a Responsible Officer of the Indenture
Trustee or written notice of the existence thereof has been delivered to a Responsible Officer of the Indenture Trustee, the Indenture
Trustee shall mail to each Noteholder and the Administrator notice of the Default within 90 days after such knowledge or notice
occurs. Except in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the
mandatory redemption provisions of such Note), the Indenture Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders.


 


SECTION 6.6 Reports
by the Indenture Trustee to Noteholders. Upon delivery from the Servicer, the Indenture Trustee shall make available on its
website at www.usbank.com/abs or such other website address as is provided by the Indenture Trustee to each Noteholder, not later
than the latest date permitted by law (provided that such information is timely delivered by the Servicer), such information as
may be required by law to enable such Holder to prepare its federal and state income tax returns.


 


SECTION 6.7 Compensation
and Indemnity. The Issuer shall cause the Servicer pursuant to the Sale and Servicing Agreement to agree (i) to pay to the
Indenture Trustee from time to time such compensation as the Servicer and the Indenture Trustee shall agree in writing for services
rendered by the Indenture Trustee hereunder and under the Transaction Documents in accordance with a fee letter between the Servicer
and the Indenture Trustee effective as of the Closing Date, (ii) to reimburse the Indenture Trustee for all reasonable expenses,
advances and disbursements incurred by it in connection with the performance of its duties as Indenture Trustee hereunder and under
the Transaction Documents and (iii) to reimburse and indemnify the Indenture Trustee from and against any and all loss, liability,
expense, tax, penalty or claim (including reasonable legal fees and expenses) of any kind and nature whatsoever which may at


 





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any time be imposed on,
incurred by or asserted against the Indenture Trustee in any way relating to or arising out of this Indenture, the other Transaction
Documents, or the action or inaction of the Indenture Trustee, including but not limited to the costs of defending any claim or
bringing any claim to enforce its rights, including enforcement of the Servicer’s indemnification obligations hereunder.
The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The
Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the
Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder.
The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel of
its own choosing and the Issuer shall, or shall cause the Servicer to, pay the fees and expenses of such counsel within a reasonable
time following receipt by the Servicer of an invoice therefor. The Indenture Trustee shall not be indemnified by the Administrator,
the Issuer, the Seller or the Servicer against any loss, liability or expense incurred by it or arising from (i) U.S. Bank National
Association’s own willful misconduct, negligence or bad faith, (ii) the inaccuracy of any representation, warranty or covenant
expressly made by U.S. Bank National Association in its individual capacity or any representation, warranty or covenant made by
U.S. Bank National Association in accordance with Sections 9.21 or 9.22 of the Sale and Servicing Agreement or (iii)
taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Indenture Trustee.


 


The compensation and
indemnity obligations to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture
Trustee, the discharge of this Indenture and the termination of the Sale and Servicing Agreement. When the Indenture Trustee incurs
expenses after the occurrence of an Event of Default set forth in Section 5.1(e) with respect to the Issuer, the expenses
are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or state bankruptcy,
insolvency or similar law.


 


SECTION 6.8 Removal,
Resignation and Replacement of the Indenture Trustee. The Indenture Trustee may resign upon 30 days’ prior written notice
to the Issuer, the Administrator and the Servicer. The Holders of a majority of the Note Balance of the Controlling Class may remove
the Indenture Trustee without cause upon 30 days’ prior written notice to the Indenture Trustee and the Issuer, and following
that removal may appoint a successor to the Indenture Trustee. The Issuer shall, upon 30 days’ prior written notice, cause
the Administrator to remove the Indenture Trustee if:


 


(a) the Indenture
Trustee fails to comply with Section 6.11;


 


(b) an Insolvency
Event occurs with respect to the Indenture Trustee;


 


(c) a receiver
or other public officer takes charge of the Indenture Trustee or its property; or


 


(d) the Indenture
Trustee otherwise becomes incapable of acting.


 


If the Indenture Trustee
resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such
event being referred to herein as


 





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the retiring Indenture
Trustee), the Issuer shall cause the Administrator to promptly appoint a successor Indenture Trustee which satisfies the requirements
set forth in Section 6.11.


 


A successor Indenture
Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer. Thereupon the
resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee, without any
further act, deed or conveyance, shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The
successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly
transfer all property held by it as the Indenture Trustee to the successor Indenture Trustee.


 


If a successor Indenture
Trustee does not take office within 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, the Issuer or the Holders of a majority of the Note Balance of the Controlling Class may petition any court of competent
jurisdiction, at the expense of the Issuer, for the appointment of a successor Indenture Trustee.


 


If the Indenture Trustee
fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the
Indenture Trustee and the appointment of a successor Indenture Trustee.


 


Any resignation or removal
of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8 and
payment of all fees, expenses and indemnities owed to the retiring Indenture Trustee.


 


The Indenture Trustee
shall not be liable for the acts or omissions of any successor Indenture Trustee.


 


If the Indenture Trustee
is acting as Paying Agent under this Indenture, the Paying Agent shall be subject to the resignation and removal timing requirements
set forth in this Section 6.8.


 


SECTION 6.9 Successor
Indenture Trustee by Merger. Subject to Section 6.11, if the Indenture Trustee consolidates with, merges or converts
into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association,
the resulting, surviving or transferee corporation without any further act shall be the successor Indenture Trustee, provided,
that such corporation or banking association shall be otherwise qualified and eligible under Section 6.11. The Indenture
Trustee shall provide the Administrator written notice of any such consolidation, merger, conversion or transfer within one Business
Day of the effectiveness of such transaction.


 


In case at the time
such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created
by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee
may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at
that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes
either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee.


 





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SECTION 6.10 Appointment
of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time,
after delivering written notice to the Administrator, for the purpose of meeting any legal requirement of any jurisdiction in which
any part of the Trust Estate may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have
the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or
separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity
and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions
of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider
necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 6.8.


 


(b) Every separate trustee
and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:


 


(i) all rights,
powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised
or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being intended that such separate trustee
or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that
under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of
title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Indenture Trustee;


 


(ii) neither
the Indenture Trustee nor any separate trustee or co-trustee hereunder shall be personally liable by reason of any act or omission
of any other trustee hereunder, including acts or omissions of predecessor or successor trustees; and


 


(iii) the Indenture
Trustee and the Administrator may at any time accept the resignation of or, acting jointly, remove any separate trustee or co-trustee.


 


(c) Any notice, request
or other writing given to the Indenture Trustee shall be deemed to have been given to each of the separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this
Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture
Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every
provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee.
Every such instrument shall be filed with the Indenture Trustee and a copy thereof given to the Administrator.


 





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(d) Any separate trustee
or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If
any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate
trustee or co-trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.


 


SECTION 6.11 Eligibility;
Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA Section 310(a) and, in addition,
shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition
and shall have a long term debt rating of investment grade or better by Moody’s and “BBB” or better by Standard
& Poor’s or shall otherwise be acceptable to each Rating Agency. The Indenture Trustee shall also satisfy the requirements
of TIA Section 310(b). Neither the Issuer nor any Affiliate of the Issuer may serve as Indenture Trustee.


 


SECTION 6.12 Preferential
Collection of Claims Against the Issuer. The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). Any Indenture Trustee who has resigned or been removed shall be subject to TIA Section
311(a) to the extent indicated.


 


SECTION 6.13 Representations
and Warranties. The Indenture Trustee hereby makes the following representations and warranties on which the Issuer and the
Noteholders shall rely:


 


(i) the Indenture
Trustee is a national banking association duly organized and validly existing under the laws of the United States; and


 


(ii) the Indenture
Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary
action to authorize the execution, delivery and performance by it of this Indenture.


 


ARTICLE
VII NOTEHOLDERS’ LISTS AND REPORTS


 


SECTION 7.1 The Issuer
to Furnish the Indenture Trustee Names and Addresses of Noteholders. The Issuer shall furnish or cause to be furnished to the
Indenture Trustee (a) not more than five days after each Record Date, a list, in such form as the Indenture Trustee may reasonably
require, of the names and addresses of the Noteholders as of such Record Date, and (b) at such other times as the Indenture Trustee
may request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and content as of
a date not more than ten days prior to the time such list is furnished; provided, however, that so long as (i) the
Indenture Trustee is the Note Registrar, or (ii) the Notes are issued as Book-Entry Notes, no such list shall be required to be
furnished to the Indenture Trustee.


 


SECTION 7.2 Preservation
of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee


 





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as provided in Section
7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as the Note Registrar. The
Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished;
provided, however, that so long as the Indenture Trustee is the Note Registrar or the Notes are issued as Book-Entry
Notes, no such list shall be required to be preserved or maintained.


 


(b) The Noteholders
may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under
the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more Noteholders of Notes
evidencing not less than 25% of the Outstanding Note Balance to receive a copy of the current list of Noteholders (whether or not
made pursuant to TIA Section 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the
Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto.


 


(c) The Issuer, the
Indenture Trustee and Note Registrar shall have the protection of TIA Section 312(c).


 


SECTION 7.3 Reports
by the Indenture Trustee. If required by TIA Section 313(a), within 60 days after each March 31, beginning with March 31, 2017,
the Indenture Trustee shall mail to each Noteholder as required by TIA Section 313(c), a brief report dated as of such date that
complies with TIA Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b). A copy of each report at the
time of its mailing to Noteholders shall be filed by the Indenture Trustee with the Commission and each stock exchange, if any,
on which the Notes are listed. The Issuer shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange.


 


SECTION 7.4 Noteholder
Demand for Repurchase; Dispute Resolution.


 


(a) If a Noteholder
(if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) becomes aware
of a breach of the Bank’s representations and warranties in Section 3.3 of the Purchase Agreement that would require
the Bank to repurchase a Receivable pursuant to Section 3.4 of the Purchase Agreement such Noteholder or Note Owner (the
“Requesting Investor”) may notify the Bank and request that the Bank repurchase the related Receivable. Any
such written notice shall provide sufficient detail of the purported breach of a representation or warranty to allow the Bank reasonably
to investigate such purported breach. Sufficient detail shall be deemed to be provided if the Requesting Investor identifies the
Receivable to be repurchased and includes the corresponding Test Fail described in the Form 10-D with the Asset Representations
Reviewer’s report. If the Requesting Investor is a Note Owner, the Bank may require that the Requesting Investor provide
a certification stating that it is a beneficial owner of a Note, as well as Verification Documents. The Bank shall be responsible
for reimbursing the Indenture Trustee for any expenses incurred in connection with such verification.


 


(b) If a Requesting
Investor requests that the Bank repurchase a Receivable pursuant to clause (a) above, and the repurchase request has not
been fulfilled or otherwise resolved to the reasonable satisfaction of such Requesting Investor within 180 days of the receipt
of notice of


 


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the request by the Bank,
the Requesting Investor may, at its discretion, refer the matter to either mediation (including non-binding arbitration) or binding
arbitration pursuant to Section 9.26 of the Sale and Servicing Agreement. The Indenture Trustee shall not be deemed to have
actual knowledge that any repurchase request remained unresolved for 180 days unless a Responsible Officer of the Indenture Trustee
has actual knowledge that such repurchase request remained unresolved for 180 days or has received written notice evidencing that
such repurchase request remained unresolved for 180 days. Other than the Indenture Trustee’s obligation to notify the Seller
and the Bank of any 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 pursuant to Section 9.21(c) of
the Sale and Servicing Agreement, the Indenture Trustee shall have no obligation under the Indenture or any other Transaction Document
to monitor and/or report the status of repurchase requests.


 


(c) A Requesting Investor
shall not be required to direct that an Asset Representations Review be performed prior to submitting a repurchase request with
respect to any Receivable or using the dispute resolution provisions pursuant to Section 9.26 of the Sale and Servicing
Agreement with respect to such Receivable. The failure of a Requesting Investor to direct an Asset Representations Review shall
not affect whether any Requesting Investor can pursue dispute resolution. In addition, whether any Requesting Investor voted affirmatively,
negatively or abstained in the vote to cause a review shall not affect whether such Requesting Investor may use the dispute resolution
proceedings pursuant to Section 9.26 of the Sale and Servicing Agreement. A Requesting Investor may refer to either mediation
(including non-binding arbitration) or binding arbitration pursuant to Section 9.26 of the Sale and Servicing Agreement
a dispute related to any Receivables, including any Receivables that the Asset Representations Reviewer did not review in connection
with an Asset Representations Review, any Receivables for which the Asset Representations Reviewer found a Test Fail in connection
with an Asset Representations Review and any Receivables that the Asset Representation Reviewer reviewed and determined that there
were no Test Fails in connection with an Asset Representations Review.


 


(d) For the avoidance
of doubt, the Indenture Trustee shall not be required to (i) determine whether or not to give notice to Noteholders that a Delinquency
Trigger has occurred or (ii) determine which assets are subject to an Asset Representations Review by the Asset Representations
Reviewer.


 


SECTION 7.5 Asset
Representations Review Voting


 


(a) If the Delinquency
Percentage on any Payment Date exceeds the Delinquency Trigger for that Payment Date, then Noteholders (if the Notes are represented
by Definitive Notes) or Note Owners (if the Notes are represented by Book-Entry Notes) holding at least 5% of the Outstanding Note
Balance as of the filing of the Form 10-D that disclosed that the Delinquency Percentage exceeded the Delinquency Trigger (the
“Instituting Noteholders”) may elect to initiate a vote (which shall be conducted in accordance with the Indenture
Trustee’s standard internal vote solicitation process at the time) to determine whether the Asset Representations Reviewer
should conduct an Asset Representations Review by giving written notice to the Indenture Trustee of their desire to institute such
a vote within 90 days after the filing of the Form 10-D disclosing that the Delinquency Percentage exceeds the Delinquency


 


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Trigger; provided,
however, that the failure of any Noteholder or Note Owner to institute such a vote shall not preclude such Noteholder or
Note Owner, as applicable, from pursuing dispute resolution pursuant to Section 9.26 of the Sale and Servicing Agreement.
Notice of the initiation of such vote shall be provided on Form 10-D. If any Instituting Noteholder is not a Noteholder as reflected
on the Note Register, the Indenture Trustee may require such Instituting Noteholder to provide Verification Documents to confirm
that the Instituting Noteholder is, in fact, a Note Owner. If the Instituting Noteholders initiate such a vote, the Indenture Trustee
shall submit the matter to a vote of all Noteholders, which shall be through the Clearing Agency if the Notes are represented by
Book-Entry Notes. The Indenture Trustee may set a Record Date for purposes of determining the identity of Noteholders or Note Owners,
as applicable, entitled to vote in accordance with TIA Section 316(c). The vote will remain open until the 150th day
after the filing of the Form 10-D disclosing that the Delinquency Percentage exceeds the Delinquency Trigger. Abstaining from,
voting in favor of, or voting against causing the Asset Representations Reviewer to conduct an Asset Representations Review shall
not preclude any Noteholder from pursuing dispute resolution pursuant to Section 9.26 of the Sale and Servicing Agreement.
The Bank, the Depositor and the Issuer shall cooperate with the Indenture Trustee to facilitate the voting process. The “Noteholder
Direction” shall be deemed to have occurred if Noteholders representing at least a majority of the voting Noteholders
vote in favor of directing an Asset Representations Review of the Subject Receivables by the Asset Representations Reviewer. Following
the completion of the voting process, the next Form 10-D filed by the Depositor will disclose whether or not a Noteholder Direction
has occurred.


 


(b) Within 5 Business
Days of the Review Satisfaction Date, the Indenture Trustee will send a written notice (a “Review Notice”) to
the Servicer and the Asset Representations Reviewer specifying that the asset review conditions have been satisfied and providing
the applicable Review Satisfaction Date.


 


(c) Notwithstanding
clauses (a) and (b) of this Section 7.5, a Noteholder (if the Notes are represented by Definitive Notes) or
Note Owner (if the Notes are represented by Book-Entry Notes) need not direct an Asset Representations Review be performed prior
to (i)(x) notifying the Bank of a breach of the Bank’s representations and warranties in Section 3.3 of the Purchase
Agreement that would require the Bank to repurchase a Receivable pursuant to Section 3.4 of the Purchase Agreement and (y)
requesting that the Bank repurchase the related Receivable pursuant to Section 7.4 hereof or (ii) referring the matter,
at its discretion, to either mediation (including non-binding arbitration) or binding arbitration pursuant to Section 9.26
of the Sale and Servicing Agreement.


 


ARTICLE
VIII ACCOUNTS, DISBURSEMENTS AND RELEASES


 


SECTION 8.1 Collection
of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other
property payable to or receivable by the Indenture Trustee pursuant to this Indenture and the Sale and Servicing Agreement. The
Indenture Trustee shall apply all such money received by it as provided in this Indenture and the Sale and Servicing Agreement.
Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under
any agreement or instrument that is part of the Collateral, the Indenture Trustee may take


 

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such action as may be
appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such
action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed
thereafter as provided in Article V.


 


SECTION 8.2 Trust
Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish, in the name of Indenture Trustee,
the Trust Accounts as provided in Section 4.1 of the Sale and Servicing Agreement.


 


(b) On or before each
Payment Date, the Issuer shall cause (i) the Servicer to deposit all Collections and (ii) the Servicer, the Seller or the Bank,
as applicable, to deposit all Repurchase Prices with respect to the Collection Period preceding such Payment Date in the Collection
Account as provided in the Sale and Servicing Agreement. On or before each Payment Date, all amounts required to be withdrawn from
the Reserve Account and deposited in the Collection Account pursuant to Section 4.3 of the Sale and Servicing Agreement
shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account.


 


(c) If the Notes have
not been accelerated because of an Event of Default, then on each Payment Date and the Redemption Date, the Indenture Trustee shall
distribute all amounts on deposit in the Principal Distribution Account to Noteholders in respect of principal of the Notes to
the extent of the funds therein in the following order of priority:


 


(i) first,
to the Holders of the Class A-1 Notes, until the Class A-1 Notes are paid in full;


 


(ii) second,
to the Holders of the Class A-2 Notes, until the Class A-2 Notes are paid in full;


 


(iii) third,
to the Holders of the Class A-3 Notes, until the Class A-3 Notes are paid in full;


 


(iv) fourth,
to the Holders of the Class A-4 Notes, until the Class A-4 Notes are paid in full; and


 


(v) fifth,
to the Holders of the Class B Notes, until the Class B Notes are paid in full.


 


SECTION 8.3 General
Provisions Regarding Accounts. (a) The funds in the Trust Accounts shall be invested in Permitted Investments in accordance
with and subject to Section 4.1(b) of the Sale and Servicing Agreement and all interest and investment income (net of losses
and investment expenses) on funds on deposit (i) in the Collection Account shall be distributed in accordance with the provisions
of Section 3.7 of the Sale and Servicing Agreement and (ii) in the Reserve Account shall be distributed in accordance with
the provisions of Sections 4.3(b) and (d) of the Sale and Servicing Agreement. The Indenture Trustee shall not be
directed to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest
Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either
case without any further action by any Person and the Indenture Trustee shall have no duty to make any such determination in its
compliance


 

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with the written direction
of the Servicer pursuant to Section 4.1(b) of the Sale and Servicing Agreement.


 


(b) Subject to Section
6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts
resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s
failure to make payments on any such Permitted Investments issued by the Indenture Trustee in its commercial capacity as principal
obligor and not as trustee, in accordance with their terms.


 


(c) If (i) investment
directions shall not have been given in writing by the Servicer in accordance with Section 4.1(b) of the Sale and Servicing
Agreement for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 a.m., New York City time (or such other
time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day or (ii) a Default or Event of Default shall
have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to
Section 5.2 or (iii) the Notes shall have been declared due and payable following an Event of Default and amounts collected
or received from the Trust Estate are being applied in accordance with Section 5.4 of the Sale and Servicing Agreement as
if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest
funds in the Trust Accounts 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 held uninvested.


 


SECTION 8.4 Release
of Collateral. (a) The Indenture Trustee may if permitted by and in accordance with the terms hereof, and when required by
the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the
Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions
of this Indenture or such other document. No party relying upon an instrument executed by the Indenture Trustee as provided in
this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of
any conditions precedent or see to the application of any monies.


 


(b) The Indenture Trustee
shall, at such time as there are no Notes Outstanding and all amounts due to the Indenture Trustee have been paid pursuant to Section
6.7 (as certified by an Authorized Officer of the Issuer in an Officer’s Certificate delivered to the Indenture Trustee),
release any remaining portion of the Collateral that secured the Notes from the lien of this Indenture and release to the Issuer
or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Such release shall include release of the
lien of this Indenture and transfer of dominion and control over the Trust Accounts to the Issuer or its designee. The Indenture
Trustee shall release property from the lien of this Indenture pursuant to this Section only upon receipt of an Issuer Request
accompanied by an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance
with TIA Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1.


 


Each Noteholder or Note
Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, acknowledges that from time
to time the Indenture Trustee shall release the lien of this Indenture (or shall be deemed to automatically release the lien of
this Indenture without any further action) on any Receivable to be sold to (i) to the Servicer in


 


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accordance with Section
3.6 of the Sale and Servicing Agreement and (ii) to the Bank in accordance with Section 3.4 of the Purchase Agreement.


 


SECTION 8.5 Opinion
of Counsel. The Indenture Trustee shall receive at least five days’ notice (or such shorter notice acceptable to the
Indenture Trustee) when requested by the Issuer to take any action pursuant to Section 8.4, accompanied by copies of any
instruments involved, and the Indenture Trustee may also require as a condition to such action, an Opinion of Counsel, in form
and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required
to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such
action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of
the provisions of this Indenture; provided, that such Opinion of Counsel shall not be required to express an opinion as
to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, as to factual matters, without independent
investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection
with any such action.


 


ARTICLE
IX SUPPLEMENTAL INDENTURES


 


SECTION 9.1 Supplemental
Indentures Without Consent of Noteholders. (a) Without the consent of the Noteholders or any other Person, the Issuer and the
Indenture Trustee (when so directed by an Issuer Request) at any time and from time to time, may enter into one or more indentures
supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or for the purposes of modifying in any manner the rights of the Noteholders under this Indenture subject to
the satisfaction of the following conditions:


 


(i) the Issuer
delivers to the Indenture Trustee (a) an Opinion of Counsel to the effect that such supplemental indenture will not materially
and adversely affect the interests of the Noteholders and (b) an Officer’s Certificate of the Issuer to the effect that such
supplemental indenture 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 Issuer notifies the Indenture Trustee in writing that the
Rating Agency Condition is satisfied with respect to such amendment.


 


(b) Prior to the execution
of any supplemental indenture pursuant to this Section 9.1, the Issuer shall provide written notification of the substance
of such supplemental indenture to each Rating Agency and the Owner Trustee; and promptly after the execution of any such supplemental
indenture, the Issuer shall furnish a copy of such supplemental indenture to each Rating Agency, the Owner Trustee and the Indenture
Trustee; provided, that no supplemental indenture pursuant to this Section 9.1 shall be effective which affects the rights,
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).


 

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(c) Promptly after the
execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.1, the Indenture
Trustee shall mail to the Noteholders a copy of such amendment or supplemental indenture. Any failure of the Indenture Trustee
to mail a copy of such amendment or supplemental indenture, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.


 


SECTION 9.2 Supplemental
Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may,
with prior notice from the Issuer to the Rating Agencies and with the consent of the Holders of not less than a majority of the
Outstanding Note Balance of the Controlling Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter
into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided,
that no such supplemental indenture pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding
Note affected thereby:


 


(i) change
the Final Scheduled Payment Date of any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption
Price with respect thereto, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon
is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application
of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the
respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);


 


(ii) reduce
the percentage of the Outstanding Note Balance, the consent of the Holders of which is required for any such supplemental indenture,
or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences provided for in this Indenture;


 


(iii) modify
or alter the provisions of the proviso to the definition of the term “Outstanding”;


 


(iv) reduce
the percentage of the Outstanding Note Balance required to direct the Indenture Trustee to direct the Issuer to sell or liquidate
the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the Outstanding
Note Balance plus accrued but unpaid interest on the Notes;


 


(v) modify
any provision of this Section in any respect materially adverse to the interests of the Noteholders except to increase any percentage
specified herein or to provide that certain additional provisions of this Indenture or the Transaction Documents cannot be modified
or waived without the consent of the Holder of each Outstanding Note affected thereby;


 


(vi) permit
the creation of any Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust
Estate or, except as otherwise


 

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permitted or
contemplated herein or in the Transaction Documents, terminate the lien of this Indenture on any property at any time subject hereto
or deprive any Noteholder of the security provided by the lien of this Indenture; or


 


(vii) impair
the right to institute suit for the enforcement of payment as provided in Section 5.7.


 


Prior to the execution
of any supplemental indenture pursuant to this Section 9.2, the Issuer shall provide written notification of the substance
of such supplemental indenture to each Rating Agency and the Owner Trustee; and promptly after the execution of any such supplemental
indenture, the Issuer shall furnish a copy of such supplemental indenture to each Rating Agency, the Owner Trustee and the Indenture
Trustee; provided, that no supplemental indenture pursuant to this Section 9.2 shall be effective which affects the rights,
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).


 


It shall not be necessary
for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.


 


Promptly after the execution
by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail
to the Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by the Issuer and at the
Issuer’s expense) setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture
Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental
indenture.


 


SECTION 9.3 Execution
of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted
by this Article IX or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture and that all conditions precedent to the execution and delivery by the Indenture
Trustee of such Supplemental Indenture have been satisfied. The Indenture Trustee may, but shall not be obligated to, enter into
any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under
this Indenture or otherwise.


 


SECTION 9.4 Effect
of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective
rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the
Issuer and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms
and conditions of this Indenture for any and all purposes.


 

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SECTION 9.5 Conformity
With Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article
IX shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be qualified
under the Trust Indenture Act.


 


SECTION 9.6 Reference
in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant
to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture
Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine,
new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture
may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding
Notes.


 


ARTICLE
X REDEMPTION OF NOTES


 


SECTION 10.1 Redemption.
(a) Each of the Notes will be redeemed in whole, but not in part, at the direction of the Servicer pursuant to Section 8.1
of the Sale and Servicing Agreement, on any Payment Date on which the Trust Estate (other than the Reserve Account) is purchased
pursuant to said Section 8.1, for a purchase price equal to the Optional Purchase Price, which amount shall be deposited
into the Collection Account on the Redemption Date.


 


(b) Each of the Notes
is subject to redemption in whole, but not in part, on any Payment Date on which the sum of the amount of cash or other immediately
available funds on deposit in the Reserve Account and Available Funds equals or exceeds the sum of (i) the Outstanding Principal
Balance of the Notes, (ii) accrued and unpaid interest thereon and (iii) the Servicing Fee. On such Payment Date, all such amounts
shall be applied to reduce the Outstanding Principal Balance to zero, pay all accrued and unpaid interest on the Notes, pay the
Servicing Fee and then pay all amounts specified in clauses (viii) through (x) (in that order) of Section 4.4(a) of the Sale and
Servicing Agreement.


 


(c) If the Notes are
to be redeemed pursuant to Section 10.1(a), the Administrator or the Issuer shall provide at least 20 days’ prior
notice of the redemption of the Notes to the Indenture Trustee and the Owner Trustee and the Indenture Trustee shall provide prompt
(but not later than 10 days prior to the applicable Redemption Date) notice thereof to the Noteholders.


 


SECTION 10.2 Form
of Redemption Notice. Notice of redemption under Section 10.1 shall be given by the Indenture Trustee by facsimile or
by first-class mail, postage prepaid, transmitted or mailed prior to the applicable Redemption Date to each Holder of Notes as
of the close of business on the Record Date preceding the applicable Redemption Date, at such Holder’s address appearing
in the Note Register.


 


All notices of redemption
shall state:


 


(i) the Redemption
Date;


 


(ii) the Redemption
Price;


 

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(iii) that
the Record Date otherwise applicable to such Redemption Date is not applicable and that payments shall be made only upon presentation
and surrender of such Notes, and the place where such Notes are to be surrendered for payment of the Redemption Price (which shall
be the office or agency of the Issuer to be maintained as provided in Section 3.2);


 


(iv) that interest
on the Notes shall cease to accrue on the Redemption Date; and


 


(v) the CUSIP
numbers (if applicable) for such Notes.


 


Notice of redemption
of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. In addition, the Issuer shall
notify each Rating Agency upon redemption of the Notes. Failure to give notice of redemption, or any defect therein, to any Noteholder
shall not impair or affect the validity of the redemption of any Note.


 


SECTION 10.3 Notes
Payable on Redemption Date. The Notes to be redeemed shall, following notice of redemption as required by Section 10.2
(in the case of redemption pursuant to Section 10.1), on the Redemption Date become due and payable at the Redemption Price
and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for
any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price.


 


ARTICLE
XI MISCELLANEOUS


 


SECTION 11.1 Compliance
Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating
that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with that
satisfies TIA Section 314(c)(1), (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent,
if any, have been complied with that satisfies TIA Section 314(c)(2) and (iii) if required by the TIA in the case of condition
precedent compliance with which is subject to verification by accountants, a certificate or opinion of an accountant that satisfies
TIA Section 314(c)(3), except that, in the case of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.


 


Every certificate or opinion in accordance
with TIA Section 314(e) with respect to compliance with a condition or covenant provided for in this Indenture shall include:


 


(i) a statement
that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions
herein relating thereto;


 


(ii) a brief
statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;


 


(iii) a statement
that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable
such signatory to


 

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express an informed
opinion as to whether or not such covenant or condition has been complied with; and


 


(iv) a statement
as to whether, in the opinion of each such signatory such condition or covenant has been complied with.


 


(b) (i) Prior to the
deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release
of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in
Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying
or stating the opinion of each Person signing such certificate as to the fair value in accordance with TIA Section 314(d) (within
90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited.


 


(ii) Whenever
the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of
any signer thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Indenture Trustee
an Independent Certificate as to the same matters, if the fair value in accordance with TIA Section 314(d) to the Issuer of the
property or securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since
the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to clause
(i) and this clause (ii), is 10% or more of the Outstanding Note Balance, but such a certificate need not be furnished
with respect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officer’s
Certificate is less than $25,000 or less than one percent of the Outstanding Note Balance.


 


(iii) Other
than as contemplated by Section 11.1(b)(v), whenever any property or securities are to be released from the lien of this
Indenture, the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion
of each Person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed
to be released and stating that in the opinion of such Person the proposed release will not impair the security under this Indenture
in contravention of the provisions hereof.


 


(iv) Whenever
the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of
any signer thereof as to the matters described in clause (iii) above, the Issuer shall also furnish to the Indenture
Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property
other than Purchased Receivables, or securities released from the lien of this Indenture since the commencement of the then current
calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10% or
more of the Outstanding Note Balance, but such certificate need not be furnished in the case of any release of property or securities
if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent
of the then Outstanding Note Balance.


 


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(v) Notwithstanding
Section 2.9 or any other provision of this Section, the Issuer may (A) collect, liquidate, sell or otherwise dispose of
Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents, and (B) make cash payments
out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.


 


SECTION 11.2 Form
of Documents Delivered to the Indenture Trustee. In any case where several matters are required to be certified by, or covered
by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.


 


Any certificate of an
Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon an opinion of, or representations by,
counsel, unless such officer knows, or in the exercise of reasonable care should know, that the opinion or representations with
respect to the matters upon which his or her certificate is based are erroneous. Any Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate, or representations by, an officer or officers of the Servicer, the Seller, the
Administrator or the Issuer, stating that the information with respect to such factual matters is in the possession of the Servicer,
the Seller, the Administrator or the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that
the certificate or representations with respect to such matters are erroneous.


 


Where any Person is
required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments
under this Indenture, they may, but need not, be consolidated and form one instrument.


 


Whenever in this Indenture,
in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver
any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term
hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of
such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The
foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of
any statement or opinion contained in any such document as provided in Article VI.


 


SECTION 11.3 Acts
of Noteholders.


 


(a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders
may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person
or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when
such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer.
Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein


 


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sometimes referred to
as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.


 


(b) The fact and date
of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.


 


(c) The ownership of
Notes shall be proved by the Note Register.


 


(d) Any request, demand,
authorization, direction, notice, consent, waiver or other action by any Noteholder shall bind the Holder of every Note issued
upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be
done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.


 


SECTION 11.4 Notices.
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 I to the Sale and Servicing Agreement, by electronic transmission, and addressed in each case as specified on Schedule
I 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 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 11.5 Notices
to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder affected
by such event, at his address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to
mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice
with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to
have been duly given.


 


Where this Indenture
provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with
the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such
a waiver.


 


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In case, by reason of
the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail
notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such
notice.


 


Where this Indenture
provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created
hereunder, and shall not under any circumstance constitute a Default or an Event of Default.


 


SECTION 11.6 Alternate
Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer
may enter into any agreement with any Noteholder providing for a method of payment, or notice by the Indenture Trustee or any Paying
Agent to such Noteholder, that is different from the methods provided for in this Indenture for such payments or notices, provided,
that such methods are reasonable, acceptable to and consented to by the Indenture Trustee (which consent shall not be unreasonably
withheld). The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause
payments to be made and notices to be given in accordance with such agreements.


 


SECTION 11.7 Conflict
with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required
to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.


 


The provisions of TIA
Sections 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.


 


SECTION 11.8 Effect
of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.


 


SECTION 11.9 Successors
and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns,
whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors.


 


SECTION 11.10 Severability.
In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION 11.11 Benefits
of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and to the extent expressly provided herein, the Noteholders, any other party with rights
to payments or distributions under this Indenture, and any other Person with an ownership interest in any portion of the Collateral,
any benefit or any legal or equitable right, remedy or claim under this Indenture.


 

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SECTION 11.12 Legal
Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from
and after any such nominal date.


 


SECTION 11.13 Governing
Law. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT
OF LAW PROVISIONS 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 11.14 Counterparts.
This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.


 


SECTION 11.15 Recording
of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel to the effect that such recording is necessary either
for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted
to the Indenture Trustee under this Indenture.


 


SECTION 11.16 Trust
Obligation. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner or a beneficial interest
in a Note, by accepting the benefits of this Indenture, covenants and agrees that no recourse may be taken, directly or indirectly,
with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture
or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner
Trustee in their respective individual capacities, (ii) any Certificateholder or any other owner of a beneficial interest in the
Issuer, (iii) the Servicer, the Administrator or the Seller or (iv) any partner, owner, beneficiary, agent, officer, director,
employee, successor or assign of any Person described in clauses (i), (ii) and (iii) above, except as any
such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations
in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided
by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity.


 


SECTION 11.17 No
Petition. Each of the Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting
a Note or, in the case of a Note Owner, a beneficial interest in a Note, hereby covenants and 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 the Bankruptcy Remote Parties, (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,


 

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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, arrangement, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction, 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 11.18 Intent.
(a) It is the intent of the Issuer that the Notes constitute indebtedness for all financial accounting purposes and the Issuer
agrees and each purchaser of a Note (by virtue of the acquisition of such Note or an interest therein) shall be deemed to have
agreed, to treat the Notes as indebtedness for all financial accounting purposes.


 


(b) It is the intent
of the Issuer that the Notes constitute indebtedness for all tax purposes and the Issuer agrees and each purchaser of a Note (by
virtue of the acquisition of such Note or an interest therein) shall be deemed to have agreed to treat the Notes as indebtedness
for all federal, state and local income and franchise tax purposes (except Notes owned by the Issuer or a Person that is considered
the same Person as the Issuer for U.S. federal income tax purposes).


 


SECTION 11.19 Submission
to Jurisdiction; Waiver of Jury Trial.


 


(a) Each of the parties
hereto hereby irrevocably and unconditionally:


 


(i) submits
for itself and its property in any legal action or Proceeding relating to this Indenture 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;


 


(ii) 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;


 


(iii) 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
11.4 of this Indenture;


 


(iv) 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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(v) to the
extent permitted by applicable law, 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 Indenture, any other Transaction Document, or any matter arising hereunder or thereunder.


 


(b) By acquiring a Note,
each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, specifically
agrees that such Noteholder or Note Owner, as applicable shall to the extent permitted by applicable law, waive all right of trial
by jury in any action, Proceeding or counterclaim based on, or arising out of, under or in connection with this Indenture, any
other Transaction Document, or any matter arising hereunder or thereunder.


 


SECTION 11.20 Subordination
of Claims. The Issuer’s obligations under this Indenture are obligations solely of the Issuer and will not constitute
a claim against the Seller to the extent that the Issuer does not have funds sufficient to make payment of such obligations. In
furtherance of and not in derogation of the foregoing, each of the Owner Trustee (in its individual capacity and as the Owner Trustee),
by accepting the benefits of this Indenture, the Certificateholder, by accepting the Certificate, and the Indenture Trustee (in
its individual capacity and as Indenture Trustee), by entering into this Indenture, and each Noteholder, each Note Owner, by accepting
the benefits of this Indenture, hereby acknowledges and agrees that such Person has 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, each
of the Owner Trustee, the Indenture Trustee, each Noteholder or Note Owner and the Certificateholder 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 having similar effect under the Bankruptcy Code),
then such Person 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. Each of the Indenture Trustee (in its individual capacity
and as the Indenture Trustee), by entering into or accepting this Indenture, the Certificateholder, by accepting the Certificate,
and the Owner Trustee, and each Noteholder or Note Owner, by accepting the benefits of this Indenture, hereby further acknowledges
and agrees that no adequate remedy at law exists for a breach of this Section and the terms of this Section may be enforced by
an action for specific performance. The provisions of this Section will be for the third party benefit of those entitled to rely
thereon and will survive the termination of this Indenture.


 


SECTION 11.21 Limitation
of Liability of Owner Trustee. It is expressly understood and agreed by and between the parties hereto that (i) this Indenture
is executed and delivered by


 

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Wells Fargo Delaware
Trust Company, National Association, not in its individual capacity but solely as Owner Trustee of the Issuer in the exercise of
the power and authority conferred and vested in it as such Owner Trustee, (ii) each of the representations, undertakings and agreements
made herein by the Issuer are not personal representations, undertakings and agreements of Wells Fargo Delaware Trust Company,
National Association, but are binding only on the Issuer, (iii) nothing contained herein shall be construed as creating any liability
on Wells Fargo Delaware Trust Company, National Association individually or personally, to perform any covenant of the Issuer,
either expressed or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and by
any Person claiming by, through or under any such party, and (iv) under no circumstances shall Wells Fargo Delaware Trust Company,
National Association be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture.


 


SECTION 11.22 Information
Requests. The parties hereto shall provide any information reasonably requested by the Servicer, the Issuer, the Seller or
any of their Affiliates, that such party has access to, and is not restricted from providing, in order to comply with or obtain
more favorable treatment under any current or future law, rule, regulation, accounting rule or principle.


 


SECTION 11.23 Inspection.
The Issuer agrees that, with reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuer’s
normal business hours, to examine all the books of account, records, reports and other papers of the Issuer, to make copies and
extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuer’s
affairs, finances and accounts with the Issuer’s officers, employees, and Independent certified public accountants, all at
such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives
to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications
for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such
disclosure is consistent with its obligations hereunder.


 


SECTION 11.24 Force
Majeure. The Indenture Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation
or responsibility hereunder if such delay or failure was caused by a force majeure or other similar occurrence.


 


SECTION 11.25 Patriot
Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Indenture Trustee, like
all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account with the
Indenture Trustee. The parties to this Indenture agree that they will provide the Indenture Trustee with such information as it
may request in order for the Indenture Trustee to satisfy the requirements of the U.S.A. Patriot Act.


 


[Remainder of Page Intentionally Left Blank]


 


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


 


	 	USAA AUTO OWNER TRUST 2016-1
	 	 
	 	By: Wells Fargo Delaware Trust Company, National Association, not in its individual capacity but solely as Owner Trustee
	 	 


	 	By:	 /s/ Rosemary Kennard


	 	Name: Rosemary Kennard
	 	Title:    Vice President


 


	 	S-1	Indenture (USAA 2016-1)



    	 



    	



    

	 	U.S. Bank National Association, not in its individual capacity but solely as Indenture Trustee
	 	 


	 	By:	 /s/ Jessica J. Elliott


	 	Name: Jessica J. Elliott
	 	Title:    Vice President


 


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Acknowledged and accepted as of

the date first written above:


 


USAA ACCEPTANCE, LLC


 


	By:	 /s/ Martha Leiper	 


	Name: Martha Leiper	 
	Title:    President, Principal Executive Officer,
           Principal Financial Officer and Comptroller	 



 


USAA FEDERAL SAVINGS BANK


 


	By:	 /s/ Martha Leiper	 


	Name: Martha Leiper	 
	Title:    Senior Vice President, Treasurer	 



 


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SCHEDULE I


 


PERFECTION REPRESENTATIONS, WARRANTIES
AND COVENANTS


 


In addition to the representations,
warranties and covenants contained in the Indenture, the Issuer hereby represents, warrants and covenants to the Indenture Trustee
as follows on the Closing Date:


 


General


 


1.
The Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables and
the other Collateral in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable
as such against creditors of and purchasers from the Issuer.


 


2.
The Receivables constitute “chattel paper” (including “tangible chattel paper” and “electronic
chattel paper”) 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.


 


4.
Each Trust Account constitutes either a “deposit account” or a “securities account” within the meaning
of the UCC.


 


Creation


 


5.
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.


 


Perfection


 


6.
The Issuer has caused or will have caused, within ten days after the effective date of the Indenture, 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 Indenture Trustee hereunder; and the Servicer, in its capacity
as custodian, has in its possession the original copies of such 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.”


 


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


 


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


 


(ii) such tangible chattel
paper is 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 tangible chattel paper solely on behalf and for the benefit of the
Indenture Trustee; or


 


(iii) the Servicer received
possession of such 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.


 


8.
With respect to the Trust Accounts that constitute deposit accounts, either:


 


(i) the Issuer has delivered
to the Indenture Trustee a fully executed agreement pursuant to which the bank maintaining the deposit accounts has agreed to comply
with all instructions originated by the Indenture Trustee directing disposition of the funds in such Trust Accounts without further
consent by the Issuer; or


 


(ii) the Issuer has
taken all steps necessary to cause the Indenture Trustee to become the account holder of such Trust Accounts.


 


9.
With respect to the Trust Accounts that constitute securities accounts or securities entitlements, either:


 


(i) the Issuer has delivered
to the Indenture Trustee a fully executed agreement pursuant to which the securities intermediary has agreed to comply with all
instructions originated by the Indenture Trustee relating to such Trust Accounts without further consent by the Issuer; or


 


(ii) the Issuer has
taken all steps necessary to cause the securities intermediary to identify in its records the Indenture Trustee as the Person having
a security entitlement against the securities intermediary in each of such Trust Accounts.


 


Priority


 


10.
The Issuer has not authorized the filing of, and is not aware of any financing statements against the Issuer 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.


 


11.
The Issuer is not aware of any material judgment, ERISA or tax lien filings against the Issuer.


 


12.
Neither the Issuer nor a custodian or vaulting agent thereof holding any Receivable that is electronic chattel paper has
communicated an “authoritative copy” (as such


 


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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.


 


13.
None of the 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.


 


14.
No Trust Account that constitutes a securities account or securities entitlement is in the name of any Person other than
the Issuer or the Indenture Trustee. The Issuer has not consented to the securities intermediary of any such Trust Account to comply
with entitlement orders of any Person other than the Indenture Trustee.


 


15.
No Trust Account that constitutes a deposit account is in the name of any Person other than the Issuer or the Indenture
Trustee. The Issuer has not consented to the bank maintaining such Trust Account to comply with instructions of any Person other
than the Indenture Trustee.


 


Survival of Perfection Representations


 


16.
Notwithstanding any other provision of the Indenture or any other Transaction Document, the perfection representations,
warranties and covenants contained in this Schedule I shall be continuing, and remain in full force and effect until such
time as all obligations under the Indenture have been finally and fully paid and performed.


 


No Waiver


 


17.
The Issuer shall provide the Rating Agencies with prompt written notice of any material breach of the perfection representations,
warranties and covenants contained in this Schedule I, and shall not, without satisfying the Rating Agency Condition, waive
a breach of any of such perfection representations, warranties or covenants.


 


Issuer to Maintain Perfection and
Priority


 


18.
The Issuer covenants that, in order to evidence the interests of the Indenture Trustee under this Indenture, the Issuer
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 interest, the Indenture Trustee’s
security interest in the Receivables. The Issuer 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 interest.


 


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Exhibit A


 


FORMS OF NOTES


 


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FORM OF CLASS [A-1] [A-2] [A-3] [A-4]
[B] NOTES


 


	REGISTERED	$___________________3
	No. R-________	CUSIP NO. ______________
	 	ISIN. ______________


 


UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THE PRINCIPAL OF THIS
NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


BY ACQUIRING THIS NOTE,
EACH PURCHASER OR TRANSFEREE (AND ANY FIDUCIARY ACTING ON ITS BEHALF) WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (A) IT
IS NOT ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN) WITH ANY ASSETS OF (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) WHICH IS SUBJECT TO
TITLE I OF ERISA, (II) A “PLAN” AS DESCRIBED BY SECTION 4975(e) (1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”), WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, (III) AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF
ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY, OR (IV) ANY GOVERNMENT
PLAN, NON-U.S. PLAN, CHURCH PLAN, OTHER EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO ANY FEDERAL, STATE,
LOCAL OR OTHER LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”)
OR (B)(I) THE NOTE IS RATED AT LEAST “BBB-” OR ITS EQUIVALENT BY A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION
AT THE TIME OF PURCHASE OR TRANSFER, AND (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR ANY INTEREST HEREIN) WILL
NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY
SIMILAR LAW.


 


 






	3	Denominations of $[___] and integral multiples of $[___] in excess thereof.


 


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USAA AUTO OWNER TRUST 2016-1


 


[CLASS A-1 [ ]%] [CLASS A-2 [ ]%]

[CLASS A-3 [ ]%] [CLASS A-4 [ ]%] [CLASS B [ ]%]

AUTO LOAN ASSET BACKED NOTES


 


USAA Auto Owner Trust
2016-1, a statutory trust organized and existing under the laws of the State of Delaware (including any successor, the “Issuer”),
for value received, hereby promises to pay to [______], or registered assigns, the principal sum of [___] DOLLARS ($[___]), in
monthly installments on the 15th of each month, or if such day is not a Business Day, on the immediately succeeding
Business Day, commencing on [      ] (each, a “Payment Date”) until the principal of this Note is paid or made available
for payment, and to pay interest on each Payment Date on the Class [A-1] [A-2] [A-3] [A-4] [B] Note Balance as of the preceding
Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), or as of the Closing Date in
the case of the first Payment Date, at the rate per annum shown above (the “Interest Rate”), in each case as
and to the extent set forth in Sections 2.7, 3.1, 5.4(b) and 8.2 of the Indenture and Section 4.4
of the Sale and Servicing Agreement; provided, however, that the entire Class [A-1] [A-2] [A-3] [A-4] [B] Note Balance
shall be due and payable on the earliest of (i) [___] (the “Final Scheduled Payment Date”), (ii) the Redemption
Date, if any, pursuant to Section 10.1 of the Indenture and (iii) the date the Notes are accelerated after an Event of Default
pursuant to Section 5.2 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the
preceding Payment Date (or, in the case of the initial Payment Date, from and including the Closing Date) to but excluding such
Payment Date. Interest will be computed on the basis of [Class A-1: actual days elapsed and a 360-day year][Class A-2, A-3, A-4
and B: a 360-day year of twelve 30-day months]. Such principal of and interest on this Note shall be paid in the manner specified
on the reverse hereof.


 


The principal of and
interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment
of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest on this
Note as provided above and then to the unpaid principal of this Note.


 


Reference is made to
the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.


 


Unless the certificate
of authentication hereon has been executed by the Indenture Trustee the name of which appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.


 


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IN WITNESS WHEREOF,
the Issuer has caused this instrument to be signed, manually, by its Authorized Officer.


 

	Dated:	 	, 2016
	 	 	 


	 	USAA AUTO OWNER TRUST 2016-1
	 	 
	 	By: Wells Fargo Delaware Trust Company, National Association, not in its individual capacity but solely as Owner Trustee
	 	 


	 	By:	 


	 	Name:	 



	 	Title:	 



 


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INDENTURE TRUSTEE’S CERTIFICATE
OF AUTHENTICATION


 


This is one of the Notes
designated above and referred to in the within-mentioned Indenture.


 

	Dated:	 	, 2016
	 	 	 


	 	U.S. Bank National Association,
	 	not in its individual capacity but solely as Indenture Trustee
	 	 


	 	By:	 
	 	 	Authorized Signatory



 


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[REVERSE OF NOTE]


 


This Note is one of
a duly authorized issue of Notes of the Issuer, designated as its [Class A-1 [ ]%] [Class A-2 [ ]%] [Class A-3 [ ]%] [Class A-4
[ ]%] [Class B [ ]%] Auto Loan Asset-Backed Notes (herein called the “Class [A-1] [A-2] [A-3] [A-4] [B] Notes”
or the “Notes”), all issued under an Indenture dated as of September 21, 2016 (such Indenture, as supplemented
or amended, is herein called the “Indenture”), between the Issuer and U.S. Bank National Association, a national
banking association, not in its individual capacity but solely as trustee (the “Indenture Trustee”), which term
includes any successor Indenture Trustee under the Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Noteholders. The Notes are subject to all terms of the Indenture and the Sale and Servicing Agreement. All terms used in this Note
that are not otherwise defined herein and that are defined in the Indenture or the Sale and Servicing Agreement shall have the
meanings assigned to them in the Indenture or in Appendix A of the Sale and Servicing Agreement.


 


The Class A-1 Notes,
the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are and will be equally and ratably secured by the collateral
pledged as security therefor as provided in the Indenture. The Class B Notes are subordinated to the Class A Notes, and are secured
by the collateral pledged as security therefor on a subordinated basis as provided in the Indenture. All covenants and agreements
made by the Issuer in the Indenture are for the benefit of the Holders of the Notes.


 


Principal payable on
the Notes will be paid on each Payment Date in the amount specified in the Indenture and in the Sale and Servicing Agreement. As
described above, the entire Class [A-1] [A-2] [A-3] [A-4] [B] Note Balance shall be due and payable on the earliest of (i) [___]
(the “Final Scheduled Payment Date”), (ii) the Redemption Date, if any, pursuant to Section 10.1 of the
Indenture and (iii) the date the Notes are accelerated after an Event of Default pursuant to Section 5.2 of the Indenture.
All principal payments on the Class [A-1] [A-2] [A-3] [A-4] [B] Notes shall be made pro rata to the Class [A-1] [A-2] [A-3] [A-4]
[B] Noteholders entitled thereto.


 


Payments of principal
of and interest on this Note made on each Payment Date, Redemption Date or upon acceleration shall be made by check mailed to the
Person whose name appears as the registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the
close of business on the related Record Date, except that with respect to Notes registered on the Record Date in the name of the
nominee of DTC (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available
funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such
Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation
of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments
made on any Payment Date or Redemption Date shall be binding upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to
be available, as provided in the Indenture, for payment in full of the remaining unpaid principal amount of this Note on a Payment
Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of


 


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the Issuer, will notify
the Person who was the registered Holder hereof as of the Record Date preceding such Payment Date or Redemption Date by notice
mailed prior to such Payment Date or Redemption Date and the amount then due and payable shall be payable only upon presentation
and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee’s
agent appointed for such purposes located in The City of New York.


 


Each Noteholder or Note
Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Seller, the Servicer, the Owner
Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection
herewith or therewith, against (i) the Seller, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity,
(ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee
or agent of the Seller, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, any Holder of a beneficial
interest in the Issuer, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the
Seller, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual
capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.


 


It is the intent of
the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal, state and local income and franchise
tax the Notes will qualify as indebtedness (except Notes owned by the Issuer or a Person that is considered the same Person as
the Issuer for U.S. federal income tax purposes). The Noteholders, by acceptance of a Note, agree to treat, and to take no action
inconsistent with the treatment of, the Notes for such tax purposes as indebtedness of the Issuer.


 


Each Noteholder or Note
Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and 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 any 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) none of the parties hereto shall commence or join with any other Person in commencing
any Proceeding against such Bankruptcy Remote Party under any bankruptcy,


 


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reorganization, liquidation
or insolvency law or statute now or hereafter in effect in any jurisdiction.


 


Each Noteholder or Note
Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, specifically agrees that, such
Noteholder or Note Owner, as applicable, shall to the extent permitted by applicable law, waive all right of trial by jury in any
action, Proceeding or counterclaim based on, or arising out of, under or in connection with this Note, the Indenture, any other
Transaction Document, or any matter arising hereunder or thereunder.


 


This Note and the Indenture
shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and
the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.


 


No reference herein
to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer to pay the
principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.


 


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ASSIGNMENT


 

	Social Security or taxpayer I.D. or other identifying number of assignee	 
	 	 
	 	 


	FOR VALUE RECEIVED, the undersigned hereby sells,
	assigns and transfers unto	 
	 	(name and address of assignee)




 


the within Note and all rights thereunder,
and hereby irrevocably constitutes and appoints _________________, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.


 


	Dated:	 	 	 	*/
	 	 	 	 	 
	 	 	 	Signature Guaranteed:	 


	 	 	 
	 	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 


 






*/ NOTE: The signature
to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every
particular without alteration, enlargement or any change whatsoever.


 


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