EXHIBIT 10.3 


 


ADMINISTRATION AGREEMENT


between


USAA AUTO OWNER TRUST 2009-2, 

as Issuer


and


USAA FEDERAL SAVINGS BANK, 

as Administrator


Dated as of November 13, 2009


 








	
  

 	
  

 	
  

 
	
 TABLE OF CONTENTS

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 
	
 1.

 	
 Duties of
 the Administrator

 	
 1

 
	
  

 	
  

 	
  

 
	
 2.

 	
 Records

 	
 3

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Compensation;
 Payment of Fees and Expenses

 	
 3

 
	
  

 	
  

 	
  

 
	
 4.

 	
 Independence
 of the Administrator

 	
 3

 
	
  

 	
  

 	
  

 
	
 5.

 	
 No Joint
 Venture

 	
 3

 
	
  

 	
  

 	
  

 
	
 6.

 	
 Other
 Activities of the Administrator

 	
 3

 
	
  

 	
  

 	
  

 
	
 7.

 	
 Representations
 and Warranties of the Administrator

 	
 3

 
	
  

 	
  

 	
  

 
	
 8.

 	
 Administrator
 Replacement Events; Termination of the Administrator

 	
 4

 
	
  

 	
  

 	
  

 
	
 9.

 	
 Action upon
 Termination or Removal

 	
 6

 
	
  

 	
  

 	
  

 
	
 10.

 	
 Liens

 	
 6

 
	
  

 	
  

 	
  

 
	
 11.

 	
 Notices

 	
 6

 
	
  

 	
  

 	
  

 
	
 12.

 	
 Amendments

 	
 6

 
	
  

 	
  

 	
  

 
	
 13.

 	
 Governing
 Law; Submission to Jurisdiction; Waiver of Jury Trial

 	
 8

 
	
  

 	
  

 	
  

 
	
 14.

 	
 Headings

 	
 9

 
	
  

 	
  

 	
  

 
	
 15.

 	
 Counterparts

 	
 9

 
	
  

 	
  

 	
  

 
	
 16.

 	
 Severability
 of Provisions

 	
 9

 
	
  

 	
  

 	
  

 
	
 17.

 	
 Not
 Applicable to the Bank in Other Capacities

 	
 9

 
	
  

 	
  

 	
  

 
	
 18.

 	
 Benefits of
 the Administration Agreement

 	
 9

 
	
  

 	
  

 	
  

 
	
 19.

 	
 Assignment

 	
 9

 
	
  

 	
  

 	
  

 
	
 20.

 	
 Nonpetition
 Covenant

 	
 9

 
	
  

 	
  

 	
  

 
	
 21.

 	
 Limitation
 of Liability of Owner Trustee

 	
 10

 


i





          THIS
ADMINISTRATION AGREEMENT (this “Agreement”) dated as of November 13,
2009, is between USAA AUTO OWNER TRUST 2009-2, a Delaware statutory trust (the
“Issuer”), and USAA FEDERAL SAVINGS BANK, a federally chartered savings
association, as administrator (the “Bank” or in its capacity as
administrator, the “Administrator”). Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned such terms in Appendix
A to the Sale and Servicing Agreement dated as of November 13, 2009 (the “Sale
and Servicing Agreement”) by and among USAA Acceptance, LLC, as seller, the
Issuer, the Bank, as servicer, and the Indenture Trustee.  


W I T N E S S E T H :


          WHEREAS,
the Issuer has issued the Notes pursuant to the Indenture and the Certificate
pursuant to the Trust Agreement and has entered into certain agreements in
connection therewith, including, (i) the Sale and Servicing Agreement, (ii) the
Indenture, (iii) the Note Depository Agreement and (iv) the Trust Agreement
(each of the agreements referred to in clauses (i) through (iv)
are referred to herein collectively as the “Issuer Documents”); 


          WHEREAS, to
secure payment of the Notes, the Issuer has pledged the Collateral to the
Indenture Trustee pursuant to the Indenture; 


          WHEREAS,
pursuant to the Issuer Documents, the Issuer and the Owner Trustee are required
to perform certain duties; 


          WHEREAS,
the Issuer and the Owner Trustee desire to have the Administrator perform
certain of the duties of the Issuer and the Owner Trustee (in its capacity as owner
trustee under the Trust Agreement), and to provide such additional services
consistent with this Agreement and the Issuer Documents as the Issuer may from
time to time request; 


          WHEREAS,
the Administrator has the capacity to provide the services required hereby and
is willing to perform such services for the Issuer and the Owner Trustee on the
terms set forth herein; 


          NOW,
THEREFORE, in consideration of the mutual terms and covenants contained herein,
and other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties agree as follows: 


          1. Duties
of the Administrator. 


	
  

 	
  

 	
  

 
	
  

 	
           (a) Duties
 with Respect to the Issuer Documents. The Administrator shall perform all
 of its duties as Administrator under this Agreement and the Issuer Documents
 and the duties and obligations of the Issuer and the Owner Trustee (in its
 capacity as owner trustee under the Trust Agreement) under the Issuer
 Documents; provided, however, except as otherwise provided
 in the Issuer Documents, that the Administrator shall have no obligation to
 make any payment required to be made by the Issuer under any Issuer Document;
 provided, further, however,
 that the Administrator shall have no obligation, and the Owner Trustee shall
 be required to fully perform its duties, with respect to the obligations of
 the Owner Trustee under Sections 11.13, 11.14 and 11.15
 of the Trust Agreement and to otherwise comply with the requirements of the
 Owner 

 













	
  

 	
  

 	
  

 
	
  

 	
 Trustee
 pursuant to or related to Regulation AB. In addition, the Administrator shall
 consult with the Issuer and the Owner Trustee regarding its duties and
 obligations under the Issuer Documents. The Administrator shall monitor the
 performance of the Issuer and the Owner Trustee and shall advise the Issuer
 and the Owner Trustee in writing when action is necessary to comply with the
 Issuer’s and the Owner Trustee’s duties and obligations under the Issuer
 Documents. The Administrator shall perform such calculations, and shall
 prepare for execution by the Issuer or the Owner Trustee or shall cause the
 preparation by other appropriate Persons of all such documents, reports,
 filings, instruments, certificates and opinions as it shall be the duty of
 the Issuer or the Owner Trustee (in its capacity as owner trustee under the
 Trust Agreement) to prepare, file or deliver pursuant to the Issuer
 Documents. In furtherance of the foregoing, the Administrator shall take all
 appropriate action that is the duty of the Issuer or the Owner Trustee (in
 its capacity as owner trustee under the Trust Agreement) to take pursuant to
 the Issuer Documents, and shall prepare and execute on behalf of the Issuer
 or the Owner Trustee all such documents, reports, filings, instruments,
 certificates and opinions as it shall be the duty of the Issuer or the Owner
 Trustee to prepare, file or deliver pursuant to the Issuer Documents or
 otherwise by law. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (b)
 No Action by Administrator. Notwithstanding anything to the contrary
 in this Agreement, the Administrator shall not be obligated to, and shall
 not, take any action that the Issuer directs the Administrator not to take
 nor which would result in a violation or breach of the Issuer’s covenants,
 agreements or obligations under any of the Issuer Documents. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (c)
 Non-Ministerial Matters; Exceptions to Administrator Duties. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 Notwithstanding anything to the contrary in this Agreement, with respect to
 matters that in the reasonable judgment of the Administrator are
 non-ministerial, the Administrator shall not take any action unless, within a
 reasonable time before the taking of such action, the Administrator shall
 have notified the Issuer of the proposed action and the Issuer shall not have
 withheld consent or provided an alternative direction. For the purpose of the
 preceding sentence, “non-ministerial matters” shall include, without
 limitation:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A)
 the initiation of any claim or lawsuit by the Issuer and the compromise of
 any action, claim or lawsuit brought by or against the Issuer; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 the appointment of successor Note Registrars, successor Paying Agents,
 successor Indenture Trustees, successor Administrators or successor
 Servicers, or the consent to the assignment by the Note Registrar, the Paying
 Agent or the Indenture Trustee of its obligations under the Indenture; and 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C)
 the removal of the Indenture Trustee. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 Notwithstanding anything to the contrary in this Agreement, the Administrator
 shall not be obligated to, and shall not, (x) make any payments to the
 Noteholders under the Transaction Documents, (y) except as provided in the 

 






	
  

 	
  

 	
  

 
	
  

 	
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 Transaction Documents, sell the Trust Estate or (z) take any other
 action that the Issuer directs the Administrator not to take on its behalf.

 


          2. Records.
The Administrator shall maintain appropriate books of account and records
relating to services performed hereunder, which books of account and records
shall be accessible for inspection upon reasonable written request by the
Issuer, the Seller and the Indenture Trustee at any time during normal business
hours. 


          3. Compensation;
Payment of Fees and Expenses. As compensation for the performance of the
Administrator’s obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to receive $2,000
annually which shall be solely an obligation of the Seller. The Administrator
shall pay all expenses incurred by it in connection with its activities
hereunder. 


          4. Independence
of the Administrator. For all purposes of this Agreement, the Administrator
shall be an independent contractor and shall not be subject to the supervision
of the Issuer with respect to the manner in which it accomplishes the
performance of its obligations hereunder. Unless expressly authorized by the
Issuer, the Administrator shall have no authority to act for or to represent
the Issuer in any way (other than as permitted hereunder) and shall not
otherwise be deemed an agent of the Issuer. 


          5. No
Joint Venture. Nothing contained in this Agreement (i) shall constitute the
Administrator and the Issuer as members of any partnership, joint venture,
association, syndicate, unincorporated business or other separate entity, (ii)
shall be construed to impose any liability as such on any of them or (iii)
shall be deemed to confer on any of them any express, implied or apparent
authority to incur any obligation or liability on behalf of the other. 


          6. Other
Activities of the Administrator. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its
sole discretion, from acting in a similar capacity as an Administrator for any
other Person even though such Person may engage in business activities similar
to those of the Issuer, the Owner Trustee or the Indenture Trustee. 


          7. Representations
and Warranties of the Administrator. The Administrator represents and
warrants to the Issuer as follows: 


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (b) Authorization
 and No Contravention. The execution, delivery and performance by the
 Administrator of the Transaction Documents to which it is a party (i) have
 been duly authorized by all necessary action on the part of the Administrator
 and (ii) do not contravene or constitute a default under (A) any applicable
 law, rule or 

 






	
  

 	
  

 	
  

 
	
  

 	
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 regulation, (B) its organizational documents or (C) any material
 agreement, contract, order or other instrument to which it is a party or its
 property is subject (other than violations which do not affect the legality,
 validity or enforceability of any of such agreements and which, individually
 or in the aggregate, would not materially and adversely affect the
 transactions contemplated by, or the Administrator’s ability to perform its
 obligations under, the Transaction Documents). 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 8. Administrator Replacement Events; Termination of the
 Administrator.

 






	
  

 	
  

 	
  

 
	
  

 	
           (a)
 Subject to clauses (d) and (e) below, the Administrator may
 resign its duties hereunder by providing the Issuer with at least sixty (60)
 days’ prior written notice. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (b)
 Subject to clauses (d) and (e) below, the Issuer may remove the
 Administrator without cause by providing the Administrator with at least
 sixty (60) days’ prior written notice provided,
 that, for so long as any Notes are Outstanding, the Rating Agency Condition
 shall have been satisfied in connection therewith. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (c) The
 occurrence of any one of the following events (each, an “Administrator
 Replacement Event”) shall also entitle the Issuer, subject to Section
 19 hereof, to terminate and replace the Administrator: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i) any
 failure by the Administrator to deliver or cause to be delivered any required
 payment to the Indenture Trustee for distribution to the Noteholders, which
 failure continues unremedied for five Business Days after discovery thereof
 by a Responsible Officer of the Administrator or receipt by the Administrator
 of written notice thereof from the Indenture Trustee or Noteholders
 evidencing at least a majority of the Outstanding Note Balance, voting
 together as a single class; 

 






	
  

 	
  

 	
  

 
	
  

 	
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 Administration Agreement 

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           (ii) any
 failure by the Administrator to duly observe or perform in any material
 respect any other of its covenants or agreements in this Agreement, which
 failure materially and adversely affects the rights of the Issuer or the
 Noteholders, and which continues unremedied for 90 days after discovery thereof
 by a Responsible Officer of the Administrator or receipt by the Administrator
 of written notice thereof from the Indenture Trustee or Noteholders
 evidencing at least a majority of the Outstanding Note Balance, voting
 together as a single class; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv) the
 Administrator suffers an Insolvency Event; 

 






	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (d) If an
 Administrator Replacement Event shall have occurred, the Issuer may, subject
 to Section 19 hereof, by notice given to the Administrator, the Owner
 Trustee and the Indenture Trustee, terminate all or a portion of the rights
 and powers of the Administrator under this Agreement, including the rights of
 the Administrator to receive the annual fee for services hereunder for all
 periods following such termination; provided,
 however, that such termination
 shall not become effective until such time as the Issuer, subject to Section
 19 hereof, shall have appointed a successor Administrator in the manner
 set forth below. Upon any such termination, all rights, powers, duties and
 responsibilities of the Administrator under this Agreement shall vest in and be
 assumed by any successor Administrator appointed by the Issuer, subject to Section
 19 hereof, pursuant to a management agreement between the Issuer and such
 successor Administrator, containing substantially the same provisions as this
 Agreement (including with respect to the compensation of such successor
 Administrator), and the successor Administrator is hereby irrevocably
 authorized and empowered to execute and deliver, on behalf of the
 Administrator, as attorney-in-fact or otherwise, all documents and other
 instruments, and to do or accomplish all other acts or things necessary or
 appropriate to 

 






	
  

 	
  

 	
  

 
	
  

 	
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 Administration Agreement 

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 effect such vesting and assumption. Further, in such event, the
 Administrator shall use its commercially reasonable efforts to effect the
 orderly and efficient transfer of the administration of the Issuer to the new
 Administrator. 

 
	
  

 	
  

 
	
  

 	
           (e) The
 Issuer, subject to Section 19 hereof, may waive in writing any
 Administrator Replacement Event by the Administrator in the performance of
 its obligations hereunder and its consequences. Upon any such waiver of a
 past Administrator Replacement Event, such Administrator Replacement Event
 shall cease to exist, and any Administrator Replacement Event arising therefrom
 shall be deemed to have been remedied for every purpose of this Agreement. No
 such waiver shall extend to any subsequent or other Administrator Replacement
 Event or impair any right consequent thereon. 

 



          9. Action
upon Termination or Removal. Promptly upon the effective date of
termination of this Agreement pursuant to Section 8, or the removal of
the Administrator pursuant to Section 8, the Administrator shall be
entitled to be paid by the Seller all fees and reimbursable expenses accruing
to it to the date of such termination or removal. 


          10. Liens.
The Administrator will not directly or indirectly create, allow or suffer to
exist any Lien on the Collateral other than Permitted Liens. 


          11. Notices.
All demands, notices and communications hereunder shall be in writing and shall
be delivered or mailed by registered or certified first-class United States
mail, postage prepaid, hand delivery, prepaid courier service, or by facsimile,
and addressed in each case as specified on Schedule II to the Sale and
Servicing Agreement or at such other address as shall be designated by any of
the specified addressees in a written notice to the other parties hereto.
Delivery shall occur only upon receipt or reported tender of such communication
by an officer of the recipient entitled to receive such notices located at the
address of such recipient for notices hereunder. 


          12.
Amendments. 


	
  

 	
  

 	
  

 
	
  

 	
           (a) Any
 term or provision of this Agreement may be amended by the Administrator
 without the consent of the Indenture Trustee, any Noteholder, the Issuer, the
 Owner Trustee or any other Person subject to subsections (e) and (f)
 of this Section 12 and the satisfaction of one of the following
 conditions: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i) the
 Administrator delivers an Opinion of Counsel to the Indenture Trustee to the
 effect that such amendment will not materially and adversely affect the
 interests of the Noteholders; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii) the
 Administrator delivers an Officer’s Certificate of the Administrator to the
 Indenture Trustee to the effect that such amendment will not materially or
 adversely affect the interests of the Noteholders; or 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii) the
 Administrator delivers to the Indenture Trustee written confirmation from
 each Rating Agency that such amendment will not cause it to downgrade,
 qualify or withdraw its rating assigned to any of the Notes; 

 






	
  

 	
  

 	
  

 
	
  

 	
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           (b)
 Subject to subsections (e) and (f) of this Section 12,
 any term or provision of this Agreement may be amended by the Administrator
 but without the consent of the Indenture Trustee, any Noteholder, the Issuer,
 the Owner Trustee or any other Person to add, modify or eliminate any
 provisions as may be necessary or advisable in order to enable the Seller,
 the Servicer or any of their Affiliates to comply with or obtain more
 favorable treatment under any law or regulation or any accounting rule or
 principle (whether now or in the future), it being a condition to any such
 amendment that the Rating Agency Condition shall have been satisfied. 

 
	
  

 	
  

 
	
  

 	
           (c)
 Subject to subsections (e) and (f) of this Section 12,
 this Agreement may also be amended from time to time by the Issuer and the
 Administrator, with the consent of the Holders of Notes evidencing not less
 than a majority of the Outstanding Note Balance of the Controlling Class, for
 the purpose of adding any provisions to or changing in any manner or
 eliminating any of the provisions of this Agreement or of modifying in any
 manner the rights of the Noteholders. It will not be necessary for the
 consent of Noteholders to approve the particular form of any proposed
 amendment or consent, but it will be sufficient if such consent approves the
 substance thereof. The manner of obtaining such consents (and any other
 consents of Noteholders provided for in this Agreement) and of evidencing the
 authorization of the execution thereof by Noteholders will be subject to such
 reasonable requirements as the Indenture Trustee may prescribe, including the
 establishment of record dates pursuant to the Note Depository Agreement. 

 
	
  

 	
  

 
	
  

 	
           (d) Prior
 to the execution of any such amendment, the Administrator shall provide
 written notification of the substance of such amendment to each Rating Agency
 and the Owner Trustee; and promptly after the execution of any such amendment
 or consent, the Administrator shall furnish a copy of such amendment or
 consent to each Rating Agency, the Owner Trustee and the Indenture Trustee.
 Any written confirmation received from any Rating Agency that an amendment
 will not cause it to downgrade, qualify or withdraw its rating on the Notes
 shall not create any presumption that such amendment does not materially and
 adversely affect the interests of the Noteholders. 

 
	
  

 	
  

 
	
  

 	
           (e) Prior
 to the execution of any amendment to this Agreement, the Issuer, the Owner
 Trustee and the Indenture Trustee shall be entitled to receive and
 conclusively rely upon an Opinion of Counsel stating that the execution of
 such amendment is authorized or permitted by this Agreement and that all
 conditions precedent to the execution and delivery of such amendment have
 been satisfied. Prior to the execution of any amendment to this Agreement
 without the consent of the Owner Trustee and Indenture Trustee, as
 applicable, such Person shall be entitled to receive an Opinion of Counsel to
 the effect that such amendment shall not materially and adversely affect the
 Owner Trustee’s or Indenture Trustee’s, as applicable, own rights, privileges,
 indemnities, duties or obligations under this Agreement; provided that such Opinion of Counsel
 shall not be given by counsel that is also an employee of the Seller, the
 Servicer or their respective Affiliates. Furthermore, notwithstanding
 anything to the contrary herein, this Agreement may not be amended in any way
 that would materially and adversely affect the Owner Trustee’s or the
 Indenture Trustee’s, as applicable, own rights, privileges, indemnities,
 duties, or obligations under this Agreement, the Transaction Documents or
 otherwise without the prior written consent of such Person. 

 






	
  

 	
  

 	
  

 
	
  

 	
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           (f)
 Notwithstanding any provision of this Section 12 to the contrary, the
 permitted activities of the Issuer may be significantly changed only with the
 approval of the Holders of at least a majority of the Notes held by entities
 other than the Seller, its Affiliates and its agents. 

 






	
  

 	
  

 	
  

 
	
  

 	
 13. Governing
 Law; Submission to Jurisdiction; Waiver of Jury Trial. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (a) THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL,
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES
THEREOF RELATING TO CONFLICTS OF LAW, OTHER THAN SECTIONS 5-1401 AND 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.  

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 agrees that service of process in any such action or Proceeding may be
 effected by mailing a copy thereof by registered or certified mail (or any
 substantially similar form of mail), postage prepaid, to such Person at its
 address determined in accordance with Section 11 of this Agreement; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 






	
  

 	
  

 	
  

 
	
  

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


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


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


          17. Not
Applicable to the Bank in Other Capacities. Nothing in this Agreement shall
affect any obligation the Bank may have in any other capacity. 


          18. Benefits
of the Administration Agreement. Nothing in this Agreement, expressed or
implied, shall give to any Person other than the parties hereto and their
successors hereunder, the Owner Trustee, any separate trustee or co-trustee
appointed under Section 6.10 of the Indenture and the Noteholders, any
benefit or any legal or equitable right, remedy or claim under this Agreement.
For the avoidance of doubt, the Owner Trustee is a third party beneficiary of
this Agreement and is entitled to the rights and benefits hereunder and may
enforce the provisions hereof as if it were a party hereto. 


          19. Assignment.
Each party hereto hereby acknowledges and consents to the mortgage, pledge,
assignment and Grant of a security interest by the Issuer to the Indenture
Trustee pursuant to the Indenture for the benefit of the Noteholders of all of
the Issuer’s rights under this Agreement. In addition, the Administrator hereby
acknowledges and agrees that for so long as any Notes are outstanding, the
Indenture Trustee will have the right to exercise all waivers and consents,
rights, remedies, powers, privileges and claims of the Issuer under this
Agreement pursuant to the Grant of such security interest. 


          20. Nonpetition
Covenant. Each party hereto agrees that, prior to the date which is one
year and one day after payment in full of all obligations of each Bankruptcy
Remote Party in respect of all securities issued by any Bankruptcy Remote Party
(i) such party shall not authorize any Bankruptcy Remote Party to commence a
voluntary winding-up or other voluntary case or other Proceeding seeking
liquidation, reorganization or other relief with respect to such Bankruptcy
Remote Party or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect in any jurisdiction or seeking the appointment of an
administrator, a trustee, receiver, liquidator, custodian or other similar
official with respect to such Bankruptcy Remote Party or any substantial part
of its property or to consent to any such relief or to the appointment of or
taking possession by any such official in an involuntary case or other
Proceeding commenced against such Bankruptcy Remote Party, or to make a general
assignment for the benefit of, its creditors generally, any party hereto or any
other creditor of such Bankruptcy Remote Party, and (ii) none of the parties
hereto shall commence or join with any other Person in commencing any
Proceeding against such Bankruptcy Remote Party under any bankruptcy, 


	
  

 	
  

 	
  

 
	
  

 	
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reorganization, liquidation or insolvency law or statute now or
hereafter in effect in any jurisdiction; provided,
that the foregoing shall in no way limit the rights of the parties hereto to
pursue any other creditor rights or remedies that such Persons may have against
the Issuer under applicable law. 


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


[SIGNATURES ON NEXT PAGE]


	
  

 	
  

 	
  

 
	
  

 	
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          IN WITNESS
WHEREOF, the parties have caused this Agreement to be duly executed and
delivered as of the day and year first above written. 


	
  

 	
  

 	
  

 
	
  

 	
 USAA AUTO OWNER TRUST 2009-2 

 
	
  

 	
  

 
	
  

 	
 By: Wells Fargo Delaware
 Trust Company, not in its individual capacity but solely as Owner Trustee 

 
	
  

 	
  

 
	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: 

 
	
  

 	
 Title: 

 





	
  

 	
  

 	
  

 
	
  

 	
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 Administration Agreement
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 USAA FEDERAL SAVINGS BANK, as 

 
	
  

 	
 Administrator

 
	
  

 	
  

 
	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	

 



 
	
  

 	
 Name: David
 K. Kimball 

 
	
  

 	
 Title: Vice
 President and Senior Financial Officer 

 





	
  

 	
  

 	
  

 
	
  

 	
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 Administration Agreement

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 Acknowledged
 and Agreed: 

 
	
  

 	
  

 
	
  

 	
 THE BANK OF NEW YORK MELLON, not in 

 
	
  

 	
 its
 individual capacity but solely as Indenture Trustee

 
	
  

 	
  

 
	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: 

 
	
  

 	
 Title: 

 





	
  

 	
  

 	
  

 
	
  

 	
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 Administration Agreement
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Joinder of USAA Acceptance, LLC: 


USAA Acceptance, LLC joins in this Agreement solely for purposes of
Section 3.  


	
  

 	
  

 	
  

 
	
  

 	
 USAA ACCEPTANCE, LLC 

 
	
  

 	
  

 
	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Edwin
 T. McQuiston 

 
	
  

 	
 Title:
 Senior Vice President and Treasurer 

 





	
  

 	
  

 	
  

 
	
  

 	
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 Administration Agreement 

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