Common use of Definitions and Usage Clause in Contracts

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Custody of Receivable Files 2 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 SECTION 3.3 Realization Upon Receivables 7 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 SECTION 3.5 Covenants of Servicer 8 SECTION 3.6 Purchase of Receivables Upon Breach 8 SECTION 3.7 Servicing Fee 8 SECTION 3.8 Servicer’s Certificate 9 SECTION 3.9 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 SECTION 3.10 Annual Registered Public Accounting Firm Attestation Report 9 SECTION 3.11 Servicer Expenses 10 SECTION 3.12 Exchange Act Filings 10 SECTION 3.13 Noteholder Communication 10 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 SECTION 4.2 Remittances 13 SECTION 4.3 Additional Deposits and Payments 13 SECTION 4.4 Distributions 14 SECTION 4.5 Net Deposits 15 SECTION 4.6 Statements to Certificateholder and Noteholders 15 SECTION 4.7 No Duty to Confirm 18 ARTICLE V THE SELLER SECTION 5.1 Representations and Warranties of Seller 18 SECTION 5.2 Liability of Seller; Indemnities 20 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 SECTION 5.4 Limitation on Liability of Seller and Others 21 SECTION 5.5 Seller May Own Notes 21 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 SECTION 5.7 Compliance with Organizational Documents 22 TABLE OF CONTENTS (continued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 SECTION 6.2 Indemnities of Servicer 23 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 SECTION 6.4 Limitation on Liability of Servicer and Others 25 SECTION 6.5 Delegation of Duties 25 SECTION 6.6 The Bank Not to Resign as Servicer 26 SECTION 6.7 Servicer May Own Notes 26 ARTICLE VII REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 SECTION 7.2 Notification to Noteholders 28 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 SECTION 9.2 Protection of Title 30 SECTION 9.3 Other Liens or Interests 31 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 SECTION 9.5 Notices, Etc 32 SECTION 9.6 Choice of Law 32 SECTION 9.7 Headings 33 SECTION 9.8 Counterparts 33 SECTION 9.9 Waivers 33 SECTION 9.10 Entire Agreement 33 SECTION 9.11 Severability of Provisions 33 SECTION 9.12 Binding Effect 33 SECTION 9.13 Acknowledgment and Agreement 33 SECTION 9.14 Cumulative Remedies 34 SECTION 9.15 Nonpetition Covenant 34 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 SECTION 9.17 Limitation of Liability 35 SECTION 9.18 Third-Party Beneficiaries 35 SECTION 9.19 Information Requests 35 SECTION 9.20 Regulation AB 36 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 SECTION 9.22 Form 8-K Filings 37 SECTION 9.23 Further Assurances 37 SECTION 9.24 Cooperation 37 SECTION 9.25 Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 TABLE OF CONTENTS (continued) Page Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 SALE AND SERVICING AGREEMENT, dated as of September 20, 2017 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 2017-1, a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Custody of Receivable Files 2 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 SECTION 3.3 Realization Upon Receivables 7 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 SECTION 3.5 Covenants of Servicer 8 SECTION 3.6 Purchase of Receivables Upon Breach 8 SECTION 3.7 Servicing Fee 8 SECTION 3.8 Servicer’s Certificate 9 SECTION 3.9 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 SECTION 3.10 Annual Registered Public Accounting Firm Attestation Report 9 SECTION 3.11 Servicer Expenses 10 SECTION 3.12 Exchange Act Filings 10 SECTION 3.13 Noteholder Communication 10 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 SECTION 4.2 Remittances 13 SECTION 4.3 Additional Deposits and Payments 13 SECTION 4.4 Distributions 14 SECTION 4.5 Net Deposits 15 SECTION 4.6 Statements to Certificateholder and Noteholders 15 SECTION 4.7 No Duty to Confirm 18 ARTICLE V THE SELLER SECTION 5.1 Representations and Warranties of Seller 18 SECTION 5.2 Liability of Seller; Indemnities 20 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 SECTION 5.4 Limitation on Liability of Seller and Others 21 SECTION 5.5 Seller May Own Notes 21 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 22 SECTION 5.7 Compliance with Organizational Documents 22 TABLE OF CONTENTS (continued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 SECTION 6.2 Indemnities of Servicer 23 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 SECTION 6.4 Limitation on Liability of Servicer and Others 25 SECTION 6.5 Delegation of Duties 25 26 SECTION 6.6 The Bank Not to Resign as Servicer 26 SECTION 6.7 Servicer May Own Notes 26 ARTICLE VII REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 SECTION 7.2 Notification to Noteholders 28 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 SECTION 9.2 Protection of Title 30 SECTION 9.3 Other Liens or Interests 31 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 32 SECTION 9.5 Notices, Etc 32 SECTION 9.6 Choice of Law 32 33 SECTION 9.7 Headings 33 SECTION 9.8 Counterparts 33 SECTION 9.9 Waivers 33 SECTION 9.10 Entire Agreement 33 SECTION 9.11 Severability of Provisions 33 SECTION 9.12 Binding Effect 33 34 SECTION 9.13 Acknowledgment and Agreement 33 34 SECTION 9.14 Cumulative Remedies 34 SECTION 9.15 Nonpetition Covenant 34 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 SECTION 9.17 Limitation of Liability 35 SECTION 9.18 Third-Party Beneficiaries 35 36 SECTION 9.19 Information Requests 35 36 SECTION 9.20 Regulation AB 36 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 SECTION 9.22 Form 8-K Filings 37 SECTION 9.23 Further Assurances 37 38 SECTION 9.24 Cooperation 37 38 SECTION 9.25 Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 TABLE OF CONTENTS (continued) Page Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit B Perfection Representations, Warranties and Covenants B-1 Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 Exhibit E Form of Indenture Trustee’s Annual Certification Regarding Item 1117 and Item 1119 of Regulation AB E-1 SALE AND SERVICING AGREEMENT, dated as of September 20July 31, 2017 2019 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 20172019-1, a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS SERVICER AS CUSTODIAN SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Custody of Receivable Files 2 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 5 SECTION 3.3 Realization Upon Receivables 7 6 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 6 SECTION 3.5 Covenants of Servicer 8 7 SECTION 3.6 Purchase of Receivables Upon Breach 8 7 SECTION 3.7 Servicing Fee 8 SECTION 3.8 Administrator’s Fee 8 SECTION 3.9 Servicer’s Certificate 9 8 SECTION 3.9 3.10 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 8 SECTION 3.10 3.11 Annual Registered Public Accounting Firm Attestation Report 8 SECTION 3.12 Servicer Expenses 9 SECTION 3.11 Servicer Expenses 10 SECTION 3.12 3.13 Exchange Act Filings 10 9 SECTION 3.13 Noteholder Communication 10 3.14 Xxxxxxxx-Xxxxx Act Requirements 9 SECTION 3.15 Compliance with the FDIC Rule 9 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER CERTIFICATEHOLDERS AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 10 SECTION 4.2 Remittances 13 10 SECTION 4.3 Additional Deposits and Payments 13 10 SECTION 4.4 Distributions 14 [Reserved] 10 SECTION 4.5 Net Deposits 15 SECTION 4.6 Statements to Certificateholder and Noteholders 15 SECTION 4.7 No Duty to Confirm 18 10 ARTICLE V THE SELLER SERVICER SECTION 5.1 Representations and Warranties of Seller 18 the Servicer 11 SECTION 5.2 Liability Indemnities of Seller; Indemnities 20 Servicer 12 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 Servicer 13 SECTION 5.4 Limitation on Liability of Seller and Others 21 SECTION 5.5 Seller May Own Notes 21 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 SECTION 5.7 Compliance with Organizational Documents 22 TABLE OF CONTENTS (continued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 SECTION 6.2 Indemnities of Servicer 23 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 SECTION 6.4 Limitation on Liability of Servicer and Others 25 13 SECTION 6.5 5.5 Delegation of Duties 25 14 SECTION 6.6 5.6 The Bank Not to Resign as Servicer 26 14 SECTION 6.7 5.7 Servicer May Own Notes 26 14 ARTICLE VII VI REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 SECTION 7.2 Notification to Noteholders 28 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 SECTION 9.2 Protection of Title 30 SECTION 9.3 Other Liens or Interests 31 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 SECTION 9.5 Notices, Etc 32 SECTION 9.6 Choice of Law 32 SECTION 9.7 Headings 33 SECTION 9.8 Counterparts 33 SECTION 9.9 Waivers 33 SECTION 9.10 Entire Agreement 33 SECTION 9.11 Severability of Provisions 33 SECTION 9.12 Binding Effect 33 SECTION 9.13 Acknowledgment and Agreement 33 SECTION 9.14 Cumulative Remedies 34 SECTION 9.15 Nonpetition Covenant 34 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 SECTION 9.17 Limitation of Liability 35 SECTION 9.18 Third-Party Beneficiaries 35 SECTION 9.19 Information Requests 35 SECTION 9.20 Regulation AB 36 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 SECTION 9.22 Form 8-K Filings 37 SECTION 9.23 Further Assurances 37 SECTION 9.24 Cooperation 37 SECTION 9.25 Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 TABLE OF CONTENTS (continued) Page Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 SALE AND SERVICING AGREEMENT, dated as of September 20, 2017 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 2017-1, a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).SERVICER

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS SERVICER AS CUSTODIAN SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Custody of Receivable Files 2 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 SECTION 3.3 Realization Upon Receivables 7 8 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 8 SECTION 3.5 Covenants of Servicer 8 9 SECTION 3.6 Purchase of Receivables Upon Breach 8 9 SECTION 3.7 Servicing Fee 8 10 SECTION 3.8 Administrator’s Fee 10 SECTION 3.9 Servicer’s Certificate 9 Report 10 SECTION 3.9 3.10 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 10 SECTION 3.10 3.11 Servicer Expenses 11 SECTION 3.12 Annual Registered Public Accounting Firm Attestation Report 9 11 SECTION 3.11 Servicer Expenses 10 SECTION 3.12 3.13 Exchange Act Filings 10 11 SECTION 3.13 Noteholder Communication 10 3.14 Xxxxxxxx-Xxxxx Act Requirements 11 SECTION 3.15 Compliance with the FDIC Rule 12 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 SECTION 4.2 Remittances 13 SECTION 4.3 Additional Deposits and Payments 13 SECTION 4.4 Distributions 14 SECTION 4.5 Net Deposits 15 SECTION 4.6 Statements to Certificateholder and Noteholders 15 SECTION 4.7 No Duty to Confirm 18 ARTICLE V THE SELLER SECTION 5.1 Representations and Warranties of Seller 18 SECTION 5.2 Liability of Seller; Indemnities 20 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 SECTION 5.4 Limitation on Liability of Seller and Others 21 SECTION 5.5 Seller May Own Notes 21 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 SECTION 5.7 Compliance with Organizational Documents 22 TABLE OF CONTENTS (continued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 SECTION 6.2 Indemnities of Servicer 23 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 SECTION 6.4 Limitation on Liability of Servicer and Others 25 SECTION 6.5 Delegation of Duties 25 SECTION 6.6 The Bank Not to Resign as Servicer 26 SECTION 6.7 Servicer May Own Notes 26 ARTICLE VII REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 SECTION 7.2 Notification to Noteholders 28 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 SECTION 9.2 Protection of Title 30 SECTION 9.3 Other Liens or Interests 31 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 SECTION 9.5 Notices, Etc 32 SECTION 9.6 Choice of Law 32 SECTION 9.7 Headings 33 SECTION 9.8 Counterparts 33 SECTION 9.9 Waivers 33 SECTION 9.10 Entire Agreement 33 SECTION 9.11 Severability of Provisions 33 SECTION 9.12 Binding Effect 33 SECTION 9.13 Acknowledgment and Agreement 33 SECTION 9.14 Cumulative Remedies 34 SECTION 9.15 Nonpetition Covenant 34 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 SECTION 9.17 Limitation of Liability 35 SECTION 9.18 Third-Party Beneficiaries 35 SECTION 9.19 Information Requests 35 SECTION 9.20 Regulation AB 36 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 SECTION 9.22 Form 8-K Filings 37 SECTION 9.23 Further Assurances 37 SECTION 9.24 Cooperation 37 SECTION 9.25 Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 TABLE OF CONTENTS (continued) Page Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 SALE AND SERVICING AGREEMENT, dated as of September 20, 2017 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 2017-1, a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS SERVICER AS CUSTODIAN SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Custody of Receivable Files 2 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 5 SECTION 3.3 Realization Upon Receivables 7 6 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 SECTION 3.5 Covenants of Servicer 8 7 SECTION 3.6 Purchase of Receivables Upon Breach 8 7 SECTION 3.7 Servicing Fee 8 SECTION 3.8 Administrator’s Fee 8 SECTION 3.9 Servicer’s Certificate 9 8 SECTION 3.9 3.10 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 8 SECTION 3.10 3.11 Annual Registered Public Accounting Firm Attestation Report 9 SECTION 3.11 3.12 Servicer Expenses 10 9 SECTION 3.12 3.13 Exchange Act Filings 9 SECTION 3.14 Xxxxxxxx-Xxxxx Act Requirements 10 SECTION 3.13 Noteholder Communication 3.15 Compliance with the FDIC Rule 10 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER CERTIFICATEHOLDERS AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 10 SECTION 4.2 Remittances 13 10 SECTION 4.3 Additional Deposits and Payments 13 10 SECTION 4.4 Distributions 14 [Reserved] 10 SECTION 4.5 Net Deposits 15 SECTION 4.6 Statements to Certificateholder and Noteholders 15 SECTION 4.7 No Duty to Confirm 18 10 ARTICLE V THE SELLER SERVICER TABLE OF CONTENTS (continued) SECTION 5.1 Representations and Warranties of Seller 18 the Servicer 11 SECTION 5.2 Liability Indemnities of Seller; Indemnities 20 Servicer 12 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 Servicer 13 SECTION 5.4 Limitation on Liability of Seller and Others 21 SECTION 5.5 Seller May Own Notes 21 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 SECTION 5.7 Compliance with Organizational Documents 22 TABLE OF CONTENTS (continued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 SECTION 6.2 Indemnities of Servicer 23 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 SECTION 6.4 Limitation on Liability of Servicer and Others 25 14 SECTION 6.5 5.5 Delegation of Duties 25 14 SECTION 6.6 5.6 The Bank Not to Resign as Servicer 26 14 SECTION 6.7 5.7 Servicer May Own Notes 26 15 ARTICLE VII VI REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 SECTION 7.2 Notification to Noteholders 28 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 SECTION 9.2 Protection of Title 30 SECTION 9.3 Other Liens or Interests 31 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 SECTION 9.5 Notices, Etc 32 SECTION 9.6 Choice of Law 32 SECTION 9.7 Headings 33 SECTION 9.8 Counterparts 33 SECTION 9.9 Waivers 33 SECTION 9.10 Entire Agreement 33 SECTION 9.11 Severability of Provisions 33 SECTION 9.12 Binding Effect 33 SECTION 9.13 Acknowledgment and Agreement 33 SECTION 9.14 Cumulative Remedies 34 SECTION 9.15 Nonpetition Covenant 34 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 SECTION 9.17 Limitation of Liability 35 SECTION 9.18 Third-Party Beneficiaries 35 SECTION 9.19 Information Requests 35 SECTION 9.20 Regulation AB 36 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 SECTION 9.22 Form 8-K Filings 37 SECTION 9.23 Further Assurances 37 SECTION 9.24 Cooperation 37 SECTION 9.25 Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 TABLE OF CONTENTS (continued) Page Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 SALE AND SERVICING AGREEMENT, dated as of September 20, 2017 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 2017-1, a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).SERVICER

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS SERVICER AS CUSTODIAN SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Custody of Receivable Files 2 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 5 SECTION 3.3 Realization Upon Receivables 7 6 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 SECTION 3.5 Covenants of Servicer 8 7 SECTION 3.6 Purchase of Receivables Upon Breach 8 7 SECTION 3.7 Servicing Fee 8 SECTION 3.8 Administrator’s Fee 8 SECTION 3.9 Servicer’s Certificate 9 8 SECTION 3.9 3.10 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 8 SECTION 3.10 3.11 Annual Registered Public Accounting Firm Attestation Report 9 SECTION 3.11 3.12 Servicer Expenses 10 9 SECTION 3.12 3.13 Exchange Act Filings 10 9 SECTION 3.13 Noteholder Communication 10 3.14 Xxxxxxxx-Xxxxx Act Requirements 9 SECTION 3.15 Compliance with the FDIC Rule 9 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER CERTIFICATEHOLDERS AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 10 SECTION 4.2 Remittances 13 10 SECTION 4.3 Additional Deposits and Payments 13 10 SECTION 4.4 Distributions 14 [Reserved] 10 SECTION 4.5 Net Deposits 15 SECTION 4.6 Statements to Certificateholder and Noteholders 15 SECTION 4.7 No Duty to Confirm 18 10 ARTICLE V THE SELLER SERVICER SECTION 5.1 Representations and Warranties of Seller 18 the Servicer 11 SECTION 5.2 Liability Indemnities of Seller; Indemnities 20 Servicer 12 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 Servicer 13 SECTION 5.4 Limitation on Liability of Seller and Others 21 SECTION 5.5 Seller May Own Notes 21 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 SECTION 5.7 Compliance with Organizational Documents 22 TABLE OF CONTENTS (continued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 SECTION 6.2 Indemnities of Servicer 23 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 SECTION 6.4 Limitation on Liability of Servicer and Others 25 13 SECTION 6.5 5.5 Delegation of Duties 25 14 SECTION 6.6 5.6 The Bank Not to Resign as Servicer 26 14 SECTION 6.7 5.7 Servicer May Own Notes 26 14 ARTICLE VII VI REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 SECTION 7.2 Notification to Noteholders 28 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 SECTION 9.2 Protection of Title 30 SECTION 9.3 Other Liens or Interests 31 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 SECTION 9.5 Notices, Etc 32 SECTION 9.6 Choice of Law 32 SECTION 9.7 Headings 33 SECTION 9.8 Counterparts 33 SECTION 9.9 Waivers 33 SECTION 9.10 Entire Agreement 33 SECTION 9.11 Severability of Provisions 33 SECTION 9.12 Binding Effect 33 SECTION 9.13 Acknowledgment and Agreement 33 SECTION 9.14 Cumulative Remedies 34 SECTION 9.15 Nonpetition Covenant 34 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 SECTION 9.17 Limitation of Liability 35 SECTION 9.18 Third-Party Beneficiaries 35 SECTION 9.19 Information Requests 35 SECTION 9.20 Regulation AB 36 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 SECTION 9.22 Form 8-K Filings 37 SECTION 9.23 Further Assurances 37 SECTION 9.24 Cooperation 37 SECTION 9.25 Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 TABLE OF CONTENTS (continued) Page Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 SALE AND SERVICING AGREEMENT, dated as of September 20, 2017 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 2017-1, a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).SERVICER

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS SERVICER AS CUSTODIAN SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Custody of Receivable Files 2 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 5 SECTION 3.3 Realization Upon Receivables 7 6 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 SECTION 3.5 Covenants of Servicer 8 7 SECTION 3.6 Purchase of Receivables Upon Breach 8 7 SECTION 3.7 Servicing Fee 8 SECTION 3.8 Administrator’s Fee 8 SECTION 3.9 Servicer’s Certificate 9 8 SECTION 3.9 3.10 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 8 SECTION 3.10 3.11 Annual Registered Public Accounting Firm Attestation Report 9 SECTION 3.11 3.12 Servicer Expenses 10 9 SECTION 3.12 3.13 Exchange Act Filings 9 SECTION 3.14 Xxxxxxxx-Xxxxx Act Requirements 10 SECTION 3.13 Noteholder Communication 3.15 Compliance with the FDIC Rule 10 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER CERTIFICATEHOLDERS AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 10 SECTION 4.2 Remittances 13 10 SECTION 4.3 Additional Deposits and Payments 13 10 SECTION 4.4 Distributions 14 [Reserved] 10 SECTION 4.5 Net Deposits 15 SECTION 4.6 Statements to Certificateholder and Noteholders 15 SECTION 4.7 No Duty to Confirm 18 ARTICLE V THE SELLER SECTION 5.1 Representations and Warranties of Seller 18 SECTION 5.2 Liability of Seller; Indemnities 20 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 SECTION 5.4 Limitation on Liability of Seller and Others 21 SECTION 5.5 Seller May Own Notes 21 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 SECTION 5.7 Compliance with Organizational Documents 22 11 TABLE OF CONTENTS (continued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 SECTION 6.2 Indemnities of Servicer 23 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 SECTION 6.4 Limitation on Liability of Servicer and Others 25 SECTION 6.5 Delegation of Duties 25 SECTION 6.6 The Bank Not to Resign as Servicer 26 SECTION 6.7 Servicer May Own Notes 26 ARTICLE VII REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 SECTION 7.2 Notification to Noteholders 28 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 SECTION 9.2 Protection of Title 30 SECTION 9.3 Other Liens or Interests 31 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 SECTION 9.5 Notices, Etc 32 SECTION 9.6 Choice of Law 32 SECTION 9.7 Headings 33 SECTION 9.8 Counterparts 33 SECTION 9.9 Waivers 33 SECTION 9.10 Entire Agreement 33 SECTION 9.11 Severability of Provisions 33 SECTION 9.12 Binding Effect 33 SECTION 9.13 Acknowledgment and Agreement 33 SECTION 9.14 Cumulative Remedies 34 SECTION 9.15 Nonpetition Covenant 34 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 SECTION 9.17 Limitation of Liability 35 SECTION 9.18 Third-Party Beneficiaries 35 SECTION 9.19 Information Requests 35 SECTION 9.20 Regulation AB 36 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 SECTION 9.22 Form 8-K Filings 37 SECTION 9.23 Further Assurances 37 SECTION 9.24 Cooperation 37 SECTION 9.25 Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 TABLE OF CONTENTS (continued) Page Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 SALE AND SERVICING AGREEMENT, dated as of September 20, 2017 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 2017-1, a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS SERVICER AS CUSTODIAN SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Custody of Receivable Files 2 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 5 SECTION 3.3 Realization Upon Receivables 7 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 8 SECTION 3.5 Covenants of Servicer 8 SECTION 3.6 Purchase of Receivables Upon Breach 8 SECTION 3.7 Servicing Fee 8 9 SECTION 3.8 ServicerAdministrator’s Certificate Fee 9 SECTION 3.9 Servicer’s Report 9 SECTION 3.10 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 10 SECTION 3.10 3.11 Servicer Expenses 10 SECTION 3.12 Annual Registered Public Accounting Firm Attestation Report 9 SECTION 3.11 Servicer Expenses 10 SECTION 3.12 3.13 Exchange Act Filings 10 11 SECTION 3.13 Noteholder Communication 10 3.14 Xxxxxxxx-Xxxxx Act Requirements 11 SECTION 3.15 Compliance with the FDIC Rule 11 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER CERTIFICATEHOLDERS AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 SECTION 4.2 Remittances 13 11 SECTION 4.3 Additional Deposits and Payments 13 SECTION 4.4 Distributions 14 SECTION 4.5 Net Deposits 15 SECTION 4.6 Statements to Certificateholder and Noteholders 15 SECTION 4.7 No Duty to Confirm 18 12 ARTICLE V THE SELLER SERVICER SECTION 5.1 Representations and Warranties of Seller 18 the Servicer 12 SECTION 5.2 Liability Indemnities of Seller; Indemnities 20 Servicer 13 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 Servicer 14 SECTION 5.4 Limitation on Liability of Seller and Others 21 SECTION 5.5 Seller May Own Notes 21 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 SECTION 5.7 Compliance with Organizational Documents 22 TABLE OF CONTENTS (continued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 SECTION 6.2 Indemnities of Servicer 23 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 SECTION 6.4 Limitation on Liability of Servicer and Others 25 15 SECTION 6.5 5.5 Delegation of Duties 25 15 SECTION 6.6 5.6 The Bank Not to Resign as Servicer 26 15 SECTION 6.7 5.7 Servicer May Own Notes 26 and Certificates 16 ARTICLE VII VI REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 SECTION 7.2 Notification to Noteholders 28 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 SECTION 9.2 Protection of Title 30 SECTION 9.3 Other Liens or Interests 31 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 SECTION 9.5 Notices, Etc 32 SECTION 9.6 Choice of Law 32 SECTION 9.7 Headings 33 SECTION 9.8 Counterparts 33 SECTION 9.9 Waivers 33 SECTION 9.10 Entire Agreement 33 SECTION 9.11 Severability of Provisions 33 SECTION 9.12 Binding Effect 33 SECTION 9.13 Acknowledgment and Agreement 33 SECTION 9.14 Cumulative Remedies 34 SECTION 9.15 Nonpetition Covenant 34 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 SECTION 9.17 Limitation of Liability 35 SECTION 9.18 Third-Party Beneficiaries 35 SECTION 9.19 Information Requests 35 SECTION 9.20 Regulation AB 36 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 SECTION 9.22 Form 8-K Filings 37 SECTION 9.23 Further Assurances 37 SECTION 9.24 Cooperation 37 SECTION 9.25 Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 TABLE OF CONTENTS (continued) Page Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 SALE AND SERVICING AGREEMENT, dated as of September 20, 2017 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 2017-1, a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).SERVICER

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Custody of Receivable Files 2 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 SECTION 3.3 Realization Upon Receivables 7 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 SECTION 3.5 Covenants of Servicer 8 SECTION 3.6 Purchase of Receivables Upon Breach 8 SECTION 3.7 Servicing Fee 8 SECTION 3.8 Servicer’s Certificate 9 SECTION 3.9 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 SECTION 3.10 Annual Registered Public Accounting Firm Attestation Report 9 SECTION 3.11 Servicer Expenses 10 SECTION 3.12 Exchange Act Filings 10 SECTION 3.13 Noteholder Communication 10 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 SECTION 4.2 Remittances 13 SECTION 4.3 Additional Deposits and Payments 13 14 SECTION 4.4 Distributions 14 15 SECTION 4.5 Net Deposits 15 16 SECTION 4.6 Statements to Certificateholder and Noteholders 15 16 SECTION 4.7 No Duty to Confirm 18 19 [SECTION 4.8 Interest Rate Swap Agreement.] 19 ARTICLE V THE SELLER SECTION 5.1 Representations and Warranties of Seller 18 21 SECTION 5.2 Liability of Seller; Indemnities 20 23 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 24 SECTION 5.4 Limitation on Liability of Seller and Others 21 24 SECTION 5.5 Seller May Own Notes 21 24 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 25 SECTION 5.7 Compliance with Organizational Documents 22 25 TABLE OF CONTENTS (continued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 25 SECTION 6.2 Indemnities of Servicer 23 26 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 28 SECTION 6.4 Limitation on Liability of Servicer and Others 25 28 SECTION 6.5 Delegation of Duties 25 29 SECTION 6.6 The Bank Not to Resign as Servicer 26 29 SECTION 6.7 Servicer May Own Notes 26 29 ARTICLE VII REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 29 SECTION 7.2 Notification to Noteholders 28 31 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 31 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 32 SECTION 9.2 Protection of Title 30 33 SECTION 9.3 Other Liens or Interests 31 34 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 35 SECTION 9.5 Notices, Etc 32 Etc. 35 SECTION 9.6 Choice of Law 32 36 SECTION 9.7 Headings 33 36 SECTION 9.8 Counterparts 33 36 SECTION 9.9 Waivers 33 37 SECTION 9.10 Entire Agreement 33 37 SECTION 9.11 Severability of Provisions 33 37 SECTION 9.12 Binding Effect 33 37 SECTION 9.13 Acknowledgment and Agreement 33 38 SECTION 9.14 Cumulative Remedies 34 38 SECTION 9.15 Nonpetition Covenant 34 38 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 38 SECTION 9.17 Limitation of Liability 35 39 SECTION 9.18 Third-Party Beneficiaries 35 39 SECTION 9.19 Information Requests 35 40 SECTION 9.20 Regulation AB 36 40 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 40 SECTION 9.22 Form 8-K Filings 37 41 SECTION 9.23 Further Assurances 37 41 SECTION 9.24 Cooperation 37 42 SECTION 9.25 [Limitation of Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 42 TABLE OF CONTENTS (continued) Page SECTION 9.26 Rights of the Certificateholder 42 SECTION 9.27 Dispute Resolution 42 Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit B Perfection Representations, Warranties and Covenants Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 Exhibit E Form of Indenture Trustee’s Annual Certification Regarding Item 1117 and Item 1119 of Regulation AB SALE AND SERVICING AGREEMENT, dated as of September [ ], 20, 2017 [ ] (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 201720[ ]-1[ ], a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION[ ], a national banking association[ ], as indenture trustee (the “Indenture Trustee”).

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS SERVICER AS CUSTODIAN SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Custody of Receivable Files 2 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 5 SECTION 3.3 Realization Upon Receivables 7 6 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 SECTION 3.5 Covenants of Servicer 8 7 SECTION 3.6 Purchase of Receivables Upon Breach 8 7 SECTION 3.7 Servicing Fee 8 SECTION 3.8 Administrator’s Fee 8 SECTION 3.9 Servicer’s Certificate 9 8 SECTION 3.9 3.10 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 8 SECTION 3.10 3.11 Annual Registered Public Accounting Firm Attestation Report 9 SECTION 3.11 3.12 Servicer Expenses 10 9 SECTION 3.12 3.13 Exchange Act Filings 10 9 SECTION 3.13 Noteholder Communication 10 3.14 Xxxxxxxx-Xxxxx Act Requirements 9 SECTION 3.15 Compliance with the FDIC Rule 9 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER CERTIFICATEHOLDERS AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 10 SECTION 4.2 Remittances 13 10 SECTION 4.3 Additional Deposits and Payments 13 10 SECTION 4.4 Distributions 14 [Reserved] 11 SECTION 4.5 Net Deposits 15 SECTION 4.6 Statements to Certificateholder and Noteholders 15 SECTION 4.7 No Duty to Confirm 18 ARTICLE V THE SELLER 11 SECTION 5.1 Representations and Warranties of Seller 18 SECTION 5.2 Liability of Seller; Indemnities 20 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 SECTION 5.4 Limitation on Liability of Seller and Others 21 SECTION 5.5 Seller May Own Notes 21 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 SECTION 5.7 Compliance with Organizational Documents 22 4.6 [Interest Rate Swap Agreement.] 11 TABLE OF CONTENTS (continued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 SECTION 6.2 Indemnities of Servicer 23 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 SECTION 6.4 Limitation on Liability of Servicer and Others 25 SECTION 6.5 Delegation of Duties 25 SECTION 6.6 The Bank Not to Resign as Servicer 26 SECTION 6.7 Servicer May Own Notes 26 ARTICLE VII REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 SECTION 7.2 Notification to Noteholders 28 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 SECTION 9.2 Protection of Title 30 SECTION 9.3 Other Liens or Interests 31 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 SECTION 9.5 Notices, Etc 32 SECTION 9.6 Choice of Law 32 SECTION 9.7 Headings 33 SECTION 9.8 Counterparts 33 SECTION 9.9 Waivers 33 SECTION 9.10 Entire Agreement 33 SECTION 9.11 Severability of Provisions 33 SECTION 9.12 Binding Effect 33 SECTION 9.13 Acknowledgment and Agreement 33 SECTION 9.14 Cumulative Remedies 34 SECTION 9.15 Nonpetition Covenant 34 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 SECTION 9.17 Limitation of Liability 35 SECTION 9.18 Third-Party Beneficiaries 35 SECTION 9.19 Information Requests 35 SECTION 9.20 Regulation AB 36 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 SECTION 9.22 Form 8-K Filings 37 SECTION 9.23 Further Assurances 37 SECTION 9.24 Cooperation 37 SECTION 9.25 Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 TABLE OF CONTENTS (continued) Page Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 SALE AND SERVICING AGREEMENT, dated as of September 20, 2017 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 2017-1, a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS SERVICER AS CUSTODIAN SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Custody of Receivable Files 2 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 5 SECTION 3.3 Realization Upon Receivables 7 8 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 8 SECTION 3.5 Covenants of Servicer 8 SECTION 3.6 Purchase of Receivables Upon Breach 8 9 SECTION 3.7 Servicing Fee 8 9 SECTION 3.8 ServicerAdministrator’s Certificate Fee 9 SECTION 3.9 Servicer’s Report 9 SECTION 3.10 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 10 SECTION 3.10 3.11 Servicer Expenses 10 SECTION 3.12 Annual Registered Public Accounting Firm Attestation Report 9 11 SECTION 3.11 Servicer Expenses 10 SECTION 3.12 3.13 Exchange Act Filings 10 11 SECTION 3.13 Noteholder Communication 10 3.14 Xxxxxxxx-Xxxxx Act Requirements 11 SECTION 3.15 Compliance with the FDIC Rule 11 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 SECTION 4.2 Remittances 13 SECTION 4.3 Additional Deposits and Payments 13 SECTION 4.4 Distributions 14 SECTION 4.5 Net Deposits 15 SECTION 4.6 Statements to Certificateholder and Noteholders 15 SECTION 4.7 No Duty to Confirm 18 ARTICLE V THE SELLER SECTION 5.1 Representations and Warranties of Seller 18 SECTION 5.2 Liability of Seller; Indemnities 20 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 SECTION 5.4 Limitation on Liability of Seller and Others 21 SECTION 5.5 Seller May Own Notes 21 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 SECTION 5.7 Compliance with Organizational Documents 22 TABLE OF CONTENTS (continued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 SECTION 6.2 Indemnities of Servicer 23 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 SECTION 6.4 Limitation on Liability of Servicer and Others 25 SECTION 6.5 Delegation of Duties 25 SECTION 6.6 The Bank Not to Resign as Servicer 26 SECTION 6.7 Servicer May Own Notes 26 ARTICLE VII REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 SECTION 7.2 Notification to Noteholders 28 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 SECTION 9.2 Protection of Title 30 SECTION 9.3 Other Liens or Interests 31 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 SECTION 9.5 Notices, Etc 32 SECTION 9.6 Choice of Law 32 SECTION 9.7 Headings 33 SECTION 9.8 Counterparts 33 SECTION 9.9 Waivers 33 SECTION 9.10 Entire Agreement 33 SECTION 9.11 Severability of Provisions 33 SECTION 9.12 Binding Effect 33 SECTION 9.13 Acknowledgment and Agreement 33 SECTION 9.14 Cumulative Remedies 34 SECTION 9.15 Nonpetition Covenant 34 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 SECTION 9.17 Limitation of Liability 35 SECTION 9.18 Third-Party Beneficiaries 35 SECTION 9.19 Information Requests 35 SECTION 9.20 Regulation AB 36 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 SECTION 9.22 Form 8-K Filings 37 SECTION 9.23 Further Assurances 37 SECTION 9.24 Cooperation 37 SECTION 9.25 Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 TABLE OF CONTENTS (continued) Page Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 SALE AND SERVICING AGREEMENT, dated as of September 20, 2017 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 2017-1, a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE CUSTODY OF TRANSFERRED ASSETS SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Custody of Receivable Files 2 1 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 5 SECTION 3.3 Realization Upon Receivables 7 5 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 6 SECTION 3.5 Covenants of Servicer 8 6 SECTION 3.6 Purchase of Receivables Upon Breach 8 6 SECTION 3.7 Servicing Fee 8 7 SECTION 3.8 Servicer’s Certificate 9 7 SECTION 3.9 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 7 SECTION 3.10 Annual Registered Public Accounting Firm Attestation Report 9 Reports 7 SECTION 3.11 Servicer Expenses 10 8 SECTION 3.12 Exchange 1934 Act Filings 10 SECTION 3.13 Noteholder Communication 10 8 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 8 SECTION 4.2 Remittances 13 10 SECTION 4.3 Additional Deposits and Payments 13 Payments; Servicer Advances 10 SECTION 4.4 Distributions 14 11 SECTION 4.5 Net Deposits 15 12 SECTION 4.6 Statements to Certificateholder and Noteholders 15 12 SECTION 4.7 No Duty to Confirm 18 14 [SECTION 4.8 Interest Rate Swap Agreement.] 14 ARTICLE V THE SELLER SERVICER SECTION 5.1 Representations and Warranties of Seller 18 the Servicer 16 SECTION 5.2 Liability Indemnities of Seller; Indemnities 20 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 SECTION 5.4 Limitation on Liability of Seller and Others 21 SECTION 5.5 Seller May Own Notes 21 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 SECTION 5.7 Compliance with Organizational Documents 22 Servicer 17 TABLE OF CONTENTS (continued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 SECTION 6.2 Indemnities of Servicer 23 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 SECTION 6.4 Limitation on Liability of Servicer and Others 25 SECTION 6.5 Delegation of Duties 25 SECTION 6.6 The Bank Not to Resign as Servicer 26 SECTION 6.7 Servicer May Own Notes 26 ARTICLE VII REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 SECTION 7.2 Notification to Noteholders 28 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 SECTION 9.2 Protection of Title 30 SECTION 9.3 Other Liens or Interests 31 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 SECTION 9.5 Notices, Etc 32 SECTION 9.6 Choice of Law 32 SECTION 9.7 Headings 33 SECTION 9.8 Counterparts 33 SECTION 9.9 Waivers 33 SECTION 9.10 Entire Agreement 33 SECTION 9.11 Severability of Provisions 33 SECTION 9.12 Binding Effect 33 SECTION 9.13 Acknowledgment and Agreement 33 SECTION 9.14 Cumulative Remedies 34 SECTION 9.15 Nonpetition Covenant 34 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 SECTION 9.17 Limitation of Liability 35 SECTION 9.18 Third-Party Beneficiaries 35 SECTION 9.19 Information Requests 35 SECTION 9.20 Regulation AB 36 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 SECTION 9.22 Form 8-K Filings 37 SECTION 9.23 Further Assurances 37 SECTION 9.24 Cooperation 37 SECTION 9.25 Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 TABLE OF CONTENTS (continued) Page Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 SALE AND SERVICING AGREEMENT, dated as of September 20, 2017 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 2017-1, a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE CUSTODY OF TRANSFERRED ASSETS SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Custody of Receivable Files 2 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 5 SECTION 3.3 Realization Upon Receivables 7 6 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 6 SECTION 3.5 Covenants of Servicer 8 7 SECTION 3.6 Purchase of Receivables Upon Breach 8 7 SECTION 3.7 Servicing Fee 8 SECTION 3.8 Administrator’s Fee 8 SECTION 3.9 Servicer’s Certificate 9 8 SECTION 3.9 3.10 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 8 SECTION 3.10 3.11 Annual Registered Public Accounting Firm Attestation Report 8 SECTION 3.12 Servicer Expenses 9 SECTION 3.11 Servicer Expenses 10 SECTION 3.12 3.13 Exchange Act Filings 10 9 SECTION 3.13 Noteholder Communication 10 3.14 Xxxxxxxx-Xxxxx Act Requirements 9 SECTION 3.15 Compliance with the FDIC Rule 9 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER CERTIFICATEHOLDERS AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 10 SECTION 4.2 Remittances 13 10 SECTION 4.3 Additional Deposits and Payments 13 10 SECTION 4.4 Distributions 14 [Reserved] 11 SECTION 4.5 Net Deposits 15 SECTION 4.6 Statements to Certificateholder and Noteholders 15 SECTION 4.7 No Duty to Confirm 18 11 [SECTION 4.6 Interest Rate Swap Agreement.] 11 ARTICLE V THE SELLER SERVICER SECTION 5.1 Representations and Warranties of Seller 18 the Servicer 13 TABLE OF CONTENTS (continued) SECTION 5.2 Liability Indemnities of Seller; Indemnities 20 Servicer 14 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 Servicer 15 SECTION 5.4 Limitation on Liability of Seller and Others 21 SECTION 5.5 Seller May Own Notes 21 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 SECTION 5.7 Compliance with Organizational Documents 22 TABLE OF CONTENTS (continued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 SECTION 6.2 Indemnities of Servicer 23 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 SECTION 6.4 Limitation on Liability of Servicer and Others 25 16 SECTION 6.5 5.5 Delegation of Duties 25 16 SECTION 6.6 5.6 The Bank Not to Resign as Servicer 26 16 SECTION 6.7 5.7 Servicer May Own Notes 26 17 ARTICLE VII VI REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 SECTION 7.2 Notification to Noteholders 28 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 SECTION 9.2 Protection of Title 30 SECTION 9.3 Other Liens or Interests 31 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 SECTION 9.5 Notices, Etc 32 SECTION 9.6 Choice of Law 32 SECTION 9.7 Headings 33 SECTION 9.8 Counterparts 33 SECTION 9.9 Waivers 33 SECTION 9.10 Entire Agreement 33 SECTION 9.11 Severability of Provisions 33 SECTION 9.12 Binding Effect 33 SECTION 9.13 Acknowledgment and Agreement 33 SECTION 9.14 Cumulative Remedies 34 SECTION 9.15 Nonpetition Covenant 34 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 SECTION 9.17 Limitation of Liability 35 SECTION 9.18 Third-Party Beneficiaries 35 SECTION 9.19 Information Requests 35 SECTION 9.20 Regulation AB 36 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 SECTION 9.22 Form 8-K Filings 37 SECTION 9.23 Further Assurances 37 SECTION 9.24 Cooperation 37 SECTION 9.25 Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 TABLE OF CONTENTS (continued) Page Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 SALE AND SERVICING AGREEMENT, dated as of September 20, 2017 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 2017-1, a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).SERVICER

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS SERVICER AS CUSTODIAN SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Custody of Receivable Files 2 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 5 SECTION 3.3 Realization Upon Receivables 7 8 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 8 SECTION 3.5 Covenants of Servicer 8 SECTION 3.6 Purchase of Receivables Upon Breach 8 9 SECTION 3.7 Servicing Fee 8 9 SECTION 3.8 ServicerAdministrator’s Certificate Fee 9 SECTION 3.9 Servicer’s Report 9 SECTION 3.10 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 10 SECTION 3.10 3.11 Servicer Expenses 10 SECTION 3.12 Annual Registered Public Accounting Firm Attestation Report 9 11 SECTION 3.11 Servicer Expenses 10 SECTION 3.12 3.13 Exchange Act Filings 10 11 SECTION 3.13 Noteholder Communication 10 3.14 Xxxxxxxx-Xxxxx Act Requirements 11 SECTION 3.15 Compliance with the FDIC Rule 11 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER CERTIFICATEHOLDERS AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 SECTION 4.2 Remittances 13 12 SECTION 4.3 Additional Deposits and Payments 13 SECTION 4.4 Distributions 14 SECTION 4.5 Net Deposits 15 SECTION 4.6 Statements to Certificateholder and Noteholders 15 SECTION 4.7 No Duty to Confirm 18 12 ARTICLE V THE SELLER SERVICER SECTION 5.1 Representations and Warranties of Seller 18 the Servicer 12 SECTION 5.2 Liability Indemnities of Seller; Indemnities 20 Servicer 13 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 Servicer 14 SECTION 5.4 Limitation on Liability of Seller and Others 21 SECTION 5.5 Seller May Own Notes 21 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 SECTION 5.7 Compliance with Organizational Documents 22 TABLE OF CONTENTS (continued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 SECTION 6.2 Indemnities of Servicer 23 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 SECTION 6.4 Limitation on Liability of Servicer and Others 25 15 SECTION 6.5 5.5 Delegation of Duties 25 15 SECTION 6.6 5.6 The Bank Not to Resign as Servicer 26 15 SECTION 6.7 5.7 Servicer May Own Notes 26 and Certificates 16 ARTICLE VII VI REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 SECTION 7.2 Notification to Noteholders 28 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 SECTION 9.2 Protection of Title 30 SECTION 9.3 Other Liens or Interests 31 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 SECTION 9.5 Notices, Etc 32 SECTION 9.6 Choice of Law 32 SECTION 9.7 Headings 33 SECTION 9.8 Counterparts 33 SECTION 9.9 Waivers 33 SECTION 9.10 Entire Agreement 33 SECTION 9.11 Severability of Provisions 33 SECTION 9.12 Binding Effect 33 SECTION 9.13 Acknowledgment and Agreement 33 SECTION 9.14 Cumulative Remedies 34 SECTION 9.15 Nonpetition Covenant 34 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 SECTION 9.17 Limitation of Liability 35 SECTION 9.18 Third-Party Beneficiaries 35 SECTION 9.19 Information Requests 35 SECTION 9.20 Regulation AB 36 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 SECTION 9.22 Form 8-K Filings 37 SECTION 9.23 Further Assurances 37 SECTION 9.24 Cooperation 37 SECTION 9.25 Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 TABLE OF CONTENTS (continued) Page Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 SALE AND SERVICING AGREEMENT, dated as of September 20, 2017 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 2017-1, a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).SERVICER

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS 2 SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Representations and Warranties of the Seller as to Each Receivable 2 SECTION 2.3 Repurchase upon Breach 2 SECTION 2.4 Custody of Receivable Files 2 3 SECTION 2.5 Funding Events 5 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY 6 SECTION 3.1 Duties of Servicer 4 6 SECTION 3.2 Collection of Receivable Payments 6 7 SECTION 3.3 Realization Upon Receivables 7 Repossession of Financed Vehicles 8 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 8 SECTION 3.5 Covenants of Servicer 8 SECTION 3.6 Purchase of Receivables Upon Breach 8 9 SECTION 3.7 Servicing Fee 8 9 SECTION 3.8 Servicer’s Certificate 9 SECTION 3.9 Annual Officer’s Certificate; Notice of Servicer Replacement Termination Event 9 SECTION 3.10 Annual Registered Servicing Report of Independent Public Accounting Firm Attestation Report 9 Accountants 10 SECTION 3.11 Servicer Expenses 10 SECTION 3.12 Exchange 1934 Act Filings 10 SECTION 3.13 Noteholder Communication 10 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; ACCOUNTS STATEMENTS TO THE CERTIFICATEHOLDER RESIDUAL INTERESTHOLDERS AND THE NOTEHOLDERS 10 SECTION 4.1 Establishment of Accounts 11 10 SECTION 4.2 Remittances 13 SECTION 4.3 Additional Deposits and Payments 13 SECTION 4.4 Distributions 14 SECTION 4.5 Net Deposits 15 SECTION 4.6 Statements to Certificateholder and Noteholders 15 SECTION 4.7 No Duty to Confirm 18 ARTICLE V THE SELLER SECTION 5.1 Representations and Warranties of Seller 18 SECTION 5.2 Liability of Seller; Indemnities 20 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 SECTION 5.4 Limitation on Liability of Seller and Others 21 SECTION 5.5 Seller May Own Notes 21 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 SECTION 5.7 Compliance with Organizational Documents 22 TABLE OF CONTENTS (continued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 SECTION 6.2 Indemnities of Servicer 23 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 SECTION 6.4 Limitation on Liability of Servicer and Others 25 SECTION 6.5 Delegation of Duties 25 SECTION 6.6 The Bank Not to Resign as Servicer 26 SECTION 6.7 Servicer May Own Notes 26 ARTICLE VII REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 SECTION 7.2 Notification to Noteholders 28 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 SECTION 9.2 Protection of Title 30 SECTION 9.3 Other Liens or Interests 31 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 SECTION 9.5 Notices, Etc 32 SECTION 9.6 Choice of Law 32 SECTION 9.7 Headings 33 SECTION 9.8 Counterparts 33 SECTION 9.9 Waivers 33 SECTION 9.10 Entire Agreement 33 SECTION 9.11 Severability of Provisions 33 SECTION 9.12 Binding Effect 33 SECTION 9.13 Acknowledgment and Agreement 33 SECTION 9.14 Cumulative Remedies 34 SECTION 9.15 Nonpetition Covenant 34 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 SECTION 9.17 Limitation of Liability 35 SECTION 9.18 Third-Party Beneficiaries 35 SECTION 9.19 Information Requests 35 SECTION 9.20 Regulation AB 36 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 SECTION 9.22 Form 8-K Filings 37 SECTION 9.23 Further Assurances 37 SECTION 9.24 Cooperation 37 SECTION 9.25 Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 TABLE OF CONTENTS (continued) Page Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 SALE AND SERVICING AGREEMENT, dated as of September 20, 2017 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 2017-1, a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).Page

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS SERVICER AS CUSTODIAN SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Custody of Receivable Files 2 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 5 SECTION 3.3 Realization Upon Receivables 7 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 SECTION 3.5 Covenants of Servicer 8 SECTION 3.6 Purchase of Receivables Upon Breach 8 SECTION 3.7 Servicing Fee 8 SECTION 3.8 Administrator’s Fee 9 SECTION 3.9 Servicer’s Certificate 9 SECTION 3.9 3.10 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 SECTION 3.10 3.11 Annual Registered Public Accounting Firm Attestation Report 9 SECTION 3.11 3.12 Servicer Expenses 10 SECTION 3.12 3.13 Exchange Act Filings 10 SECTION 3.13 Noteholder Communication 3.14 Xxxxxxxx-Xxxxx Act Requirements 10 SECTION 3.15 Compliance with the FDIC Rule 10 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER CERTIFICATEHOLDERS AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 SECTION 4.2 Remittances 13 11 SECTION 4.3 Additional Deposits and Payments 13 11 SECTION 4.4 Distributions 14 Statements to Certificateholders and Noteholders 11 SECTION 4.5 Net Deposits 15 SECTION 4.6 Statements to Certificateholder and Noteholders 15 SECTION 4.7 No Duty to Confirm 18 12 ARTICLE V THE SELLER SERVICER SECTION 5.1 Representations and Warranties of Seller 18 the Servicer 12 SECTION 5.2 Liability Indemnities of Seller; Indemnities 20 Servicer 13 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 Servicer 14 SECTION 5.4 Limitation on Liability of Seller and Others 21 SECTION 5.5 Seller May Own Notes 21 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 SECTION 5.7 Compliance with Organizational Documents 22 TABLE OF CONTENTS (continued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 SECTION 6.2 Indemnities of Servicer 23 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 SECTION 6.4 Limitation on Liability of Servicer and Others 25 14 SECTION 6.5 5.5 Delegation of Duties 25 15 SECTION 6.6 5.6 The Bank Not to Resign as Servicer 26 15 SECTION 6.7 5.7 Servicer May Own Notes 26 ARTICLE VII REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 SECTION 7.2 Notification to Noteholders 28 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 SECTION 9.2 Protection of Title 30 SECTION 9.3 Other Liens or Interests 31 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 SECTION 9.5 Notices, Etc 32 SECTION 9.6 Choice of Law 32 SECTION 9.7 Headings 33 SECTION 9.8 Counterparts 33 SECTION 9.9 Waivers 33 SECTION 9.10 Entire Agreement 33 SECTION 9.11 Severability of Provisions 33 SECTION 9.12 Binding Effect 33 SECTION 9.13 Acknowledgment and Agreement 33 SECTION 9.14 Cumulative Remedies 34 SECTION 9.15 Nonpetition Covenant 34 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 SECTION 9.17 Limitation of Liability 35 SECTION 9.18 Third-Party Beneficiaries 35 SECTION 9.19 Information Requests 35 SECTION 9.20 Regulation AB 36 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 SECTION 9.22 Form 8-K Filings 37 SECTION 9.23 Further Assurances 37 SECTION 9.24 Cooperation 37 SECTION 9.25 Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 15 TABLE OF CONTENTS (continued) Page Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 SALE AND SERVICING AGREEMENT, dated as of September 20, 2017 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 2017-1, a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS SERVICER AS CUSTODIAN SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Custody of Receivable Files 2 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 5 SECTION 3.3 Realization Upon Receivables 7 6 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 SECTION 3.5 Covenants of Servicer 8 7 SECTION 3.6 Purchase of Receivables Upon Breach 8 7 SECTION 3.7 Servicing Fee 8 SECTION 3.8 Administrator’s Fee 8 SECTION 3.9 Servicer’s Certificate 9 8 SECTION 3.9 3.10 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 8 SECTION 3.10 3.11 Annual Registered Public Accounting Firm Attestation Report 9 SECTION 3.11 3.12 Servicer Expenses 10 9 SECTION 3.12 3.13 Exchange Act Filings 9 SECTION 3.14 Xxxxxxxx-Xxxxx Act Requirements 10 SECTION 3.13 Noteholder Communication 3.15 Compliance with the FDIC Rule 10 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER CERTIFICATEHOLDERS AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 10 SECTION 4.2 Remittances 13 10 SECTION 4.3 Additional Deposits and Payments 13 10 SECTION 4.4 Distributions 14 [Reserved] 11 SECTION 4.5 Net Deposits 15 SECTION 4.6 Statements to Certificateholder and Noteholders 15 SECTION 4.7 No Duty to Confirm 18 ARTICLE V THE SELLER 11 SECTION 5.1 Representations and Warranties of Seller 18 SECTION 5.2 Liability of Seller; Indemnities 20 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 SECTION 5.4 Limitation on Liability of Seller and Others 21 SECTION 5.5 Seller May Own Notes 21 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 SECTION 5.7 Compliance with Organizational Documents 22 4.6 [Interest Rate Swap Agreement.] 11 TABLE OF CONTENTS (continued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 SECTION 6.2 Indemnities of Servicer 23 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 SECTION 6.4 Limitation on Liability of Servicer and Others 25 SECTION 6.5 Delegation of Duties 25 SECTION 6.6 The Bank Not to Resign as Servicer 26 SECTION 6.7 Servicer May Own Notes 26 ARTICLE VII REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 SECTION 7.2 Notification to Noteholders 28 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 SECTION 9.2 Protection of Title 30 SECTION 9.3 Other Liens or Interests 31 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 SECTION 9.5 Notices, Etc 32 SECTION 9.6 Choice of Law 32 SECTION 9.7 Headings 33 SECTION 9.8 Counterparts 33 SECTION 9.9 Waivers 33 SECTION 9.10 Entire Agreement 33 SECTION 9.11 Severability of Provisions 33 SECTION 9.12 Binding Effect 33 SECTION 9.13 Acknowledgment and Agreement 33 SECTION 9.14 Cumulative Remedies 34 SECTION 9.15 Nonpetition Covenant 34 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 SECTION 9.17 Limitation of Liability 35 SECTION 9.18 Third-Party Beneficiaries 35 SECTION 9.19 Information Requests 35 SECTION 9.20 Regulation AB 36 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 SECTION 9.22 Form 8-K Filings 37 SECTION 9.23 Further Assurances 37 SECTION 9.24 Cooperation 37 SECTION 9.25 Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 TABLE OF CONTENTS (continued) Page Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 SALE AND SERVICING AGREEMENT, dated as of September 20, 2017 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 2017-1, a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE CUSTODY OF TRANSFERRED ASSETS RECEIVABLES FILES SECTION 2.1 Conveyance of Transferred Assets Custody 2 SECTION 2.2 Custody Safekeeping 2 SECTION 2.3 Maintenance of Receivable Files and Access to Records 2 SECTION 2.4 Release of Documents 3 SECTION 2.5 Instructions; Authority to Act 3 SECTION 2.6 Custodian’s Indemnification 3 SECTION 2.7 Effective Period and Termination 3 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 5 SECTION 3.3 Realization Upon Receivables 7 6 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 SECTION 3.5 Covenants of Servicer 8 7 SECTION 3.6 Purchase of Receivables Upon Breach 8 SECTION 3.7 Servicing Fee 8 SECTION 3.8 Servicer’s Certificate 9 8 SECTION 3.9 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 SECTION 3.10 Annual Registered Public Accounting Firm Attestation Report 9 SECTION 3.11 Servicer Expenses 10 9 SECTION 3.12 Exchange 1934 Act Filings 10 SECTION 3.13 Noteholder Communication Compliance with the FDIC Rule 10 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 10 SECTION 4.2 Remittances 13 12 SECTION 4.3 Additional Deposits and Payments 13 SECTION 4.4 Distributions 14 13 SECTION 4.5 [Net Deposits 15 14 SECTION 4.6 Statements to Certificateholder and Noteholders 15 14 SECTION 4.7 No Duty to Confirm 18 16 ARTICLE V THE SELLER SERVICER SECTION 5.1 Representations and Warranties of Seller 18 Servicer 16 SECTION 5.2 Liability Indemnities of Seller; Indemnities 20 Servicer 17 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 SECTION 5.4 Limitation on Liability of Seller and Others 21 SECTION 5.5 Seller May Own Notes 21 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 SECTION 5.7 Compliance with Organizational Documents 22 Servicer 18 TABLE OF CONTENTS (continuedContinued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 SECTION 6.2 Indemnities of Servicer 23 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 SECTION 6.4 5.4 Limitation on Liability of Servicer and Others 25 19 SECTION 6.5 5.5 Delegation of Duties 25 19 SECTION 6.6 5.6 The Bank Not to Resign as Servicer 26 19 SECTION 6.7 5.7 Servicer May Own Notes 26 20 ARTICLE VII VI REPLACEMENT OF SERVICER SECTION 7.1 6.1 Replacement of Servicer 26 20 SECTION 7.2 6.2 Notification to Noteholders 28 21 ARTICLE VIII VII OPTIONAL PURCHASE SECTION 8.1 7.1 Optional Purchase of Trust Estate 28 21 ARTICLE IX VIII MISCELLANEOUS PROVISIONS SECTION 9.1 8.1 Amendment 29 22 SECTION 9.2 8.2 Protection of Title 30 23 SECTION 9.3 Other Liens or Interests 31 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 SECTION 9.5 8.3 Notices, Etc 32 24 SECTION 9.6 8.4 Choice of Law 32 24 SECTION 9.7 8.5 Headings 33 24 SECTION 9.8 8.6 Counterparts 33 24 SECTION 9.9 8.7 Waivers 33 24 SECTION 9.10 8.8 Entire Agreement 33 24 SECTION 9.11 8.9 Severability of Provisions 33 25 SECTION 9.12 8.10 Binding Effect 33 25 SECTION 9.13 Acknowledgment and Agreement 33 SECTION 9.14 8.11 Cumulative Remedies 34 25 SECTION 9.15 8.12 Nonpetition Covenant 34 25 SECTION 9.16 8.13 Submission to Jurisdiction; Waiver of Jury Trial 34 25 SECTION 9.17 8.14 Limitation of Liability 35 26 SECTION 9.18 8.15 Third-Party Beneficiaries 35 26 SECTION 9.19 8.16 Information Requests 35 27 SECTION 9.20 8.17 Regulation AB 36 27 SECTION 9.21 8.18 Information to Be Provided by the Indenture Trustee 36 27 SECTION 9.22 8.19 Form 8-K Filings 37 28 SECTION 9.23 Further Assurances 37 SECTION 9.24 Cooperation 37 SECTION 9.25 8.20 Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 TABLE OF CONTENTS (continued) Page Appendix A Definitions 1 Schedule I Notice Addresses I-1 29 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D B Form of Indenture Trustee’s Annual Certification D-1 SALE AND Exhibit C Form of Indenture Trustee’s Annual Certification Regarding Item 1117 and Item 1119 of Regulation XX SERVICING AGREEMENT, dated as of September 20, 2017 [ ] (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA CHASE AUTO OWNER TRUST 2017-1, a Delaware statutory trust [ ] (the “Issuer”), USAA ACCEPTANCEa Delaware statutory trust, LLCJPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings national banking association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION[ ], a national banking association[ ] organized under the laws of [ ], as indenture trustee (the “Indenture Trustee”).

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS SERVICER AS CUSTODIAN SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Custody of Receivable Files 2 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 5 SECTION 3.3 Realization Upon Receivables 7 6 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 6 SECTION 3.5 Covenants of Servicer 8 7 SECTION 3.6 Purchase of Receivables Upon Breach 8 7 SECTION 3.7 Servicing Fee 8 SECTION 3.8 Administrator’s Fee 8 SECTION 3.9 Servicer’s Certificate 9 8 SECTION 3.9 3.10 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 8 SECTION 3.10 3.11 Annual Registered Public Accounting Firm Attestation Report 8 SECTION 3.12 Servicer Expenses 9 SECTION 3.11 Servicer Expenses 10 SECTION 3.12 3.13 Exchange Act Filings 10 9 SECTION 3.13 Noteholder Communication 10 3.14 Xxxxxxxx-Xxxxx Act Requirements 9 SECTION 3.15 Compliance with the FDIC Rule 9 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER CERTIFICATEHOLDERS AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 9 SECTION 4.2 Remittances 13 10 SECTION 4.3 Additional Deposits and Payments 13 10 SECTION 4.4 Distributions 14 Statements to Certificateholders and Noteholders 10 SECTION 4.5 Net Deposits 15 SECTION 4.6 Statements to Certificateholder and Noteholders 15 SECTION 4.7 No Duty to Confirm 18 10 ARTICLE V THE SELLER SERVICER SECTION 5.1 Representations and Warranties of Seller 18 the Servicer 11 SECTION 5.2 Liability Indemnities of Seller; Indemnities 20 Servicer 12 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 Servicer 13 SECTION 5.4 Limitation on Liability of Seller and Others 21 SECTION 5.5 Seller May Own Notes 21 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 SECTION 5.7 Compliance with Organizational Documents 22 TABLE OF CONTENTS (continued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 SECTION 6.2 Indemnities of Servicer 23 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 SECTION 6.4 Limitation on Liability of Servicer and Others 25 13 SECTION 6.5 5.5 Delegation of Duties 25 14 SECTION 6.6 5.6 The Bank Not to Resign as Servicer 26 14 SECTION 6.7 5.7 Servicer May Own Notes 26 ARTICLE VII REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 SECTION 7.2 Notification to Noteholders 28 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 SECTION 9.2 Protection of Title 30 SECTION 9.3 Other Liens or Interests 31 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 SECTION 9.5 Notices, Etc 32 SECTION 9.6 Choice of Law 32 SECTION 9.7 Headings 33 SECTION 9.8 Counterparts 33 SECTION 9.9 Waivers 33 SECTION 9.10 Entire 14 i Servicing Agreement 33 SECTION 9.11 Severability of Provisions 33 SECTION 9.12 Binding Effect 33 SECTION 9.13 Acknowledgment and Agreement 33 SECTION 9.14 Cumulative Remedies 34 SECTION 9.15 Nonpetition Covenant 34 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 SECTION 9.17 Limitation of Liability 35 SECTION 9.18 Third(2013-Party Beneficiaries 35 SECTION 9.19 Information Requests 35 SECTION 9.20 Regulation AB 36 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 SECTION 9.22 Form 8-K Filings 37 SECTION 9.23 Further Assurances 37 SECTION 9.24 Cooperation 37 SECTION 9.25 Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 1) TABLE OF CONTENTS (continued) Page Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 SALE AND SERVICING AGREEMENT, dated as of September 20, 2017 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 2017-1, a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Custody of Receivable Files 2 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 SECTION 3.3 Realization Upon Receivables 7 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 SECTION 3.5 Covenants of Servicer 8 SECTION 3.6 Purchase of Receivables Upon Breach 8 SECTION 3.7 Servicing Fee 8 SECTION 3.8 Servicer’s Certificate 9 SECTION 3.9 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 SECTION 3.10 Annual Registered Public Accounting Firm Attestation Report 9 SECTION 3.11 Servicer Expenses 10 SECTION 3.12 Exchange Act Filings 10 SECTION 3.13 Noteholder Communication 10 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 SECTION 4.2 Remittances 13 SECTION 4.3 Additional Deposits and Payments 13 14 SECTION 4.4 Distributions 14 15 SECTION 4.5 Net Deposits 15 16 SECTION 4.6 Statements to Certificateholder and Noteholders 15 16 SECTION 4.7 No Duty to Confirm 18 19 [SECTION 4.8 Interest Rate Swap Agreement.] 19 ARTICLE V THE SELLER SECTION 5.1 Representations and Warranties of Seller 18 21 SECTION 5.2 Liability of Seller; Indemnities 20 23 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 24 SECTION 5.4 Limitation on Liability of Seller and Others 21 24 SECTION 5.5 Seller May Own Notes 21 24 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 SECTION 5.7 Compliance with Organizational Documents 22 24 TABLE OF CONTENTS (continued) Page SECTION 5.7 Compliance with Organizational Documents 24 ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 25 SECTION 6.2 Indemnities of Servicer 23 26 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 28 SECTION 6.4 Limitation on Liability of Servicer and Others 25 28 SECTION 6.5 Delegation of Duties 25 28 SECTION 6.6 The Bank Not to Resign as Servicer 26 29 SECTION 6.7 Servicer May Own Notes 26 29 ARTICLE VII REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 29 SECTION 7.2 Notification to Noteholders 28 31 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 31 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 32 SECTION 9.2 Protection of Title 30 33 SECTION 9.3 Other Liens or Interests 31 34 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 34 SECTION 9.5 Notices, Etc 32 35 SECTION 9.6 Choice of Law 32 36 SECTION 9.7 Headings 33 36 SECTION 9.8 Counterparts 33 36 SECTION 9.9 Waivers 33 36 SECTION 9.10 Entire Agreement 33 36 SECTION 9.11 Severability of Provisions 33 36 SECTION 9.12 Binding Effect 33 37 SECTION 9.13 Acknowledgment and Agreement 33 37 SECTION 9.14 Cumulative Remedies 34 37 SECTION 9.15 Nonpetition Covenant 34 37 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 37 SECTION 9.17 Limitation of Liability 35 38 SECTION 9.18 Third-Party Beneficiaries 35 39 SECTION 9.19 Information Requests 35 39 SECTION 9.20 Regulation AB 36 39 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 39 SECTION 9.22 Form 8-K Filings 37 40 SECTION 9.23 Further Assurances 37 41 SECTION 9.24 Cooperation 37 41 SECTION 9.25 [Limitation of Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 41 TABLE OF CONTENTS (continued) Page SECTION 9.26 Rights of the Certificateholder 41 SECTION 9.27 Dispute Resolution 41 Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit B Perfection Representations, Warranties and Covenants Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 Exhibit E Form of Indenture Trustee’s Annual Certification Regarding Item 1117 and Item 1119 of Regulation AB SALE AND SERVICING AGREEMENT, dated as of September [ ], 20, 2017 [ ] (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 201720[ ]-1[ ], a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION[ ], a national banking association[ ], as indenture trustee (the “Indenture Trustee”).

Definitions and Usage. SECTION 1.1 Definitions 1 SECTION 1.2 Other Interpretive Provisions 1 ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS SERVICER AS CUSTODIAN SECTION 2.1 Conveyance of Transferred Assets 2 SECTION 2.2 Custody of Receivable Files 2 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer 4 SECTION 3.2 Collection of Receivable Payments 6 5 SECTION 3.3 Realization Upon Receivables 7 6 SECTION 3.4 Maintenance of Security Interests in Financed Vehicles 7 SECTION 3.5 Covenants of Servicer 8 7 SECTION 3.6 Purchase of Receivables Upon Breach 8 7 SECTION 3.7 Servicing Fee 8 SECTION 3.8 Administrator’s Fee 8 SECTION 3.9 Servicer’s Certificate 9 8 SECTION 3.9 3.10 Annual Officer’s Certificate; Notice of Servicer Replacement Event 9 8 SECTION 3.10 3.11 Annual Registered Public Accounting Firm Attestation Report 9 SECTION 3.11 3.12 Servicer Expenses 10 9 SECTION 3.12 3.13 Exchange Act Filings 9 SECTION 3.14 Xxxxxxxx-Xxxxx Act Requirements 10 SECTION 3.13 Noteholder Communication 3.15 [Compliance with the FDIC Rule] 10 ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER CERTIFICATEHOLDERS AND THE NOTEHOLDERS SECTION 4.1 Establishment of Accounts 11 10 SECTION 4.2 Remittances 13 10 SECTION 4.3 Additional Deposits and Payments 13 10 SECTION 4.4 Distributions 14 [Reserved] 11 SECTION 4.5 Net Deposits 15 SECTION 4.6 Statements to Certificateholder and Noteholders 15 SECTION 4.7 No Duty to Confirm 18 ARTICLE V THE SELLER 11 SECTION 5.1 Representations and Warranties of Seller 18 SECTION 5.2 Liability of Seller; Indemnities 20 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller 21 SECTION 5.4 Limitation on Liability of Seller and Others 21 SECTION 5.5 Seller May Own Notes 21 SECTION 5.6 Xxxxxxxx-Xxxxx Act Requirements 21 SECTION 5.7 Compliance with Organizational Documents 22 4.6 [Interest Rate Swap Agreement.] 11 TABLE OF CONTENTS (continued) Page ARTICLE VI THE SERVICER SECTION 6.1 Representations of Servicer 22 SECTION 6.2 Indemnities of Servicer 23 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 25 SECTION 6.4 Limitation on Liability of Servicer and Others 25 SECTION 6.5 Delegation of Duties 25 SECTION 6.6 The Bank Not to Resign as Servicer 26 SECTION 6.7 Servicer May Own Notes 26 ARTICLE VII REPLACEMENT OF SERVICER SECTION 7.1 Replacement of Servicer 26 SECTION 7.2 Notification to Noteholders 28 ARTICLE VIII OPTIONAL PURCHASE SECTION 8.1 Optional Purchase of Trust Estate 28 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 Amendment 29 SECTION 9.2 Protection of Title 30 SECTION 9.3 Other Liens or Interests 31 SECTION 9.4 Transfers Intended as Sale; Security Interest 31 SECTION 9.5 Notices, Etc 32 SECTION 9.6 Choice of Law 32 SECTION 9.7 Headings 33 SECTION 9.8 Counterparts 33 SECTION 9.9 Waivers 33 SECTION 9.10 Entire Agreement 33 SECTION 9.11 Severability of Provisions 33 SECTION 9.12 Binding Effect 33 SECTION 9.13 Acknowledgment and Agreement 33 SECTION 9.14 Cumulative Remedies 34 SECTION 9.15 Nonpetition Covenant 34 SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial 34 SECTION 9.17 Limitation of Liability 35 SECTION 9.18 Third-Party Beneficiaries 35 SECTION 9.19 Information Requests 35 SECTION 9.20 Regulation AB 36 SECTION 9.21 Information to Be Provided by the Indenture Trustee 36 SECTION 9.22 Form 8-K Filings 37 SECTION 9.23 Further Assurances 37 SECTION 9.24 Cooperation 37 SECTION 9.25 Rights of the Certificateholder 38 SECTION 9.26 Dispute Resolution 38 TABLE OF CONTENTS (continued) Page Appendix A Definitions 1 Schedule I Notice Addresses I-1 Exhibit A Form of Assignment pursuant to Sale and Servicing Agreement A-1 Exhibit C Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance C-1 Exhibit D Form of Indenture Trustee’s Annual Certification D-1 SALE AND SERVICING AGREEMENT, dated as of September 20, 2017 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among USAA AUTO OWNER TRUST 2017-1, a Delaware statutory trust (the “Issuer”), USAA ACCEPTANCE, LLC, a Delaware limited liability company, as seller (the “Seller”), USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”), as servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).