Exhibit 10.3


ADMINISTRATION AGREEMENT


          This
ADMINISTRATION AGREEMENT, dated as of January 15, 2008 (as from time to time
amended, supplemented or otherwise modified and in effect, this “Agreement”),
is by and among USAA AUTO OWNER TRUST 2008-1, a Delaware statutory trust (the “Issuer”),
USAA FEDERAL SAVINGS BANK, a federally chartered savings association (the “Bank”),
as administrator (in such capacity, the “Administrator”), and THE BANK
OF NEW YORK, a banking corporation organized under the laws of the State of New
York, not in its individual capacity but solely as Indenture Trustee (in such
capacity, the “Indenture Trustee”).


          WHEREAS,
the Issuer is issuing the Notes pursuant to the Indenture and the Certificates
pursuant to the Trust Agreement and has entered into certain agreements in
connection therewith, including (i) the Sale and Servicing Agreement, (ii) the
Note Depository Agreement and (iii) the Indenture (the Trust Agreement, the
Sale and Servicing Agreement, the Note Depository Agreement and the Indenture
being referred to hereinafter collectively as the “Related Agreements”);


          WHEREAS,
the Issuer and the Owner Trustee desire to have the Administrator perform
certain duties of the Issuer and the Owner Trustee under the Related Agreements
and to provide such additional services consistent with the terms of this
Agreement and the Related Agreements as the Issuer and the Owner Trustee may
from time to time request; and


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


          1.
Definitions and Usage. Except as otherwise specified herein or as the
context may otherwise require, capitalized terms used but not otherwise defined
herein are defined in Appendix A to the Sale and Servicing Agreement
dated as of January 15, 2008, by and among the Issuer, USAA Acceptance, LLC and
the Bank, which also contains rules as to usage that shall be applicable
herein.


          2.
Duties of the Administrator. (a) Duties with Respect to the Indenture
and the Note Depository Agreement. (i) The Administrator agrees to perform
all its duties as Administrator and the duties of the Issuer under the Note
Depository Agreement. In addition, the Administrator shall consult with the
Owner Trustee regarding the duties of the Issuer under the Indenture and the
Note Depository Agreement. The Administrator shall monitor the performance of
the Issuer and shall advise the Owner Trustee when action is necessary to
comply with the Issuer’s duties under the Indenture and the Note Depository
Agreement. The Administrator shall prepare for execution by the Issuer, or
shall cause the preparation by other appropriate Persons of, all such
documents, reports, filings, instruments, notices, certificates and opinions
that it shall be the duty of the Issuer to prepare, file or deliver pursuant to
the Indenture 






and the Note
Depository Agreement. In furtherance of the foregoing, the Administrator shall
take, in the name and on behalf of the Issuer, all appropriate action that is
the duty of the Issuer to take, pursuant to the Indenture including, without
limitation, such of the foregoing as are required with respect to the following
matters under the Indenture (references are to sections of the Indenture):


	
 

	
 


	
 

	
          (A)
 the preparation of or obtaining of the documents and instruments required for
 execution of the Notes and delivery of the same to the Indenture Trustee for
 authentication (Section 2.2);


	
 

	
 


	
 

	
          (B)
 the duty to cause the Note Register to be kept and to give the Indenture
 Trustee notice of any appointment of a new Note Registrar and the location,
 or change in location, of the Note Register and the determination as to
 whether the requirements of UCC Section 8-401(a) are met and the preparation
 of an Issuer Request requesting the Indenture Trustee to authenticate and
 deliver Notes in connection with any transfer or exchange (Section 2.5);


	
 

	
 


	
 

	
          (C)
 the determination as to whether the requirements of UCC Section 8-405 are met
 and the preparation of an Issuer Request requesting the Indenture Trustee to
 authenticate and deliver replacement Notes in lieu of mutilated, destroyed,
 lost or stolen Notes (Section 2.6);


	
 

	
 


	
 

	
          (D)
 the determination of the expenses associated with the issuance of replacement
 Notes (Section 2.6(b));


	
 

	
 


	
 

	
          (E)
 the preparation, obtaining or filing of Issuer Requests, instruments,
 opinions and certificates and other documents required for the release of
 property from the lien of the Indenture (Section 2.10);


	
 

	
 


	
 

	
          (F)
 the preparation of Definitive Notes in accordance with the instructions of
 the Clearing Agency and delivery of such to the Indenture Trustee (Section
 2.13);


	
 

	
 


	
 

	
          (G)
 the maintenance and notice of location of the office in the Borough of
 Manhattan, The City of New York, for registration of transfer or exchange of
 Notes if the Indenture Trustee ceases to maintain such an office (Section
 3.2);


	
 

	
 


	
 

	
          (H)
 the duty to cause newly appointed Note Paying Agents, if any, to deliver to
 the Indenture Trustee the instrument specified in the Indenture regarding
 funds held in trust (Section 3.3(c));


	
 

	
 


	
 

	
          (I)
 the delivery of the Issuer Order to the Indenture Trustee to deposit monies
 with Note Paying Agents, if any, other than the Indenture Trustee (Section
 3.3(d));


	
 

	
 


	
 

	
          (J)
 the delivery of an Issuer Request for publication and notification of
 unclaimed amounts (Section 3.3(e));


	
 

	
 


	
 

	
          (K)
 the maintenance of the Issuer’s status as a statutory trust and the obtaining
 and preservation of the Issuer’s qualification to do business in each
 jurisdiction in which





2






	
 

	
 


	
 

	
such
 qualification is or shall be necessary to protect the validity and
 enforceability of the Indenture, the Notes, the Collateral and each other
 instrument or agreement included in the Indenture Trust Estate (Section
 3.4);


	
 

	
 


	
 

	
          (L)
 the preparation and filing, as applicable, of all supplements and amendments
 to the Indenture and all financing statements, continuation statements,
 instruments of further assurance and other instruments and the taking of such
 other action as is necessary or advisable to protect the Indenture Trust
 Estate (Sections 3.5 and 3.7(c));


	
 

	
 


	
 

	
          (M)
 the delivery of the Opinion of Counsel on the Closing Date and the annual
 delivery of Opinions of Counsel as to the Indenture Trust Estate, and the
 annual delivery of the Officer’s Certificate and certain other statements as
 to compliance with the Indenture (Sections 3.6 and 3.9);


	
 

	
 


	
 

	
          (N)
 the identification to the Indenture Trustee in an Officer’s Certificate of
 any Person with whom the Issuer has contracted to perform its duties under
 the Indenture (Section 3.7(b));


	
 

	
 


	
 

	
          (O)
 the notification of the Indenture Trustee and the Rating Agencies of an Event
 of Servicing Termination under the Sale and Servicing Agreement and, if such
 Event of Servicing Termination arises from the failure of the Servicer to
 perform any of its duties under the Sale and Servicing Agreement with respect
 to the Receivables, the taking of all reasonable steps available to remedy
 such failure (Section 3.7(d));


	
 

	
 


	
 

	
          (P)
 the appointment of the Successor Servicer and preparation of the related
 servicing agreement (Section 3.7(e));


	
 

	
 


	
 

	
          (Q)
 the notification of the termination of the Servicer and appointment of the
 Successor Servicer (Section 3.7(f));


	
 

	
 


	
 

	
          (R)
 the preparation and obtaining of any documents, instruments and opinions
 required for the consolidation or merger of the Issuer with another entity or
 the transfer by the Issuer of its properties or assets (Section 3.10);


	
 

	
 


	
 

	
          (S)
 the delivery of a letter for release (Section 3.11(b));


	
 

	
 


	
 

	
          (T)
 the duty to cause the Servicer to comply with Sections 3.9, 3.10,
 3.11, 3.12, 3.13 and 4.9 and Article VI of
 the Sale and Servicing Agreement (Section 3.14);


	
 

	
 


	
 

	
          (U)
 upon the request of the Indenture Trustee, the execution and delivery of any
 instruments and the undertaking of any actions reasonably necessary to carry
 out more effectively the purpose of the Indenture (Section 3.17);


	
 

	
 


	
 

	
          (V)
 the delivery of written notice to the Indenture Trustee and the Rating
 Agencies of each Event of Default under the Indenture and each default by any
 party to the Sale and Servicing Agreement (Section 3.19);





3






	
 

	
 


	
 

	
          (W)
 the monitoring of the Issuer’s obligations as to the satisfaction and
 discharge of the Indenture and the preparation of an Officer’s Certificate
 and the obtaining of the Opinions of Counsel and the Independent Certificate
 relating thereto and the demand to the Indenture Trustee for execution of
 certain instruments (Section 4.1);


	
 

	
 


	
 

	
          (X)
 the monitoring of the Issuer’s obligations as to the satisfaction, discharge
 and defeasance of the Notes and the preparation of an Officer’s Certificate
 and the obtaining of an opinion of a nationally recognized firm of
 independent certified public accountants, a written certification thereof and
 the Opinions of Counsel relating thereto (Section 4.1);


	
 

	
 


	
 

	
          (Y)
 the demand to remit monies (Section 4.3);


	
 

	
 


	
 

	
          (Z)
 the preparation of an Officer’s Certificate to the Indenture Trustee after
 the occurrence of any event which with the giving of notice and the lapse of
 time would become an Event of Default under Section 5.1(iii) of the
 Indenture, its status and what action the Issuer is taking or proposes to
 take with respect thereto (Section 5.1);


	
 

	
 


	
 

	
          (AA)
 the compliance with any written directive of the Indenture Trustee with
 respect to the sale of the Indenture Trust Estate at one or more public or
 private sales called and conducted in any manner permitted by law if an Event
 of Default shall have occurred and be continuing (Section 5.4);


	
 

	
 


	
 

	
          (BB)
 the undertaking of actions set forth in Section 5.16 as requested by
 the Indenture Trustee (Section 5.16);


	
 

	
 


	
 

	
          (CC)
 the payment of expenses, costs and indemnities to the Indenture Trustee (Section
 6.7);


	
 

	
 


	
 

	
          (DD)
 the removal of the Indenture Trustee upon the occurrence of certain events,
 the preparation and delivery of notice to Noteholders of the removal of the
 Indenture Trustee, the appointment of a successor Indenture Trustee, the
 payment of any expenses incurred in changing an indenture trustee, and, if
 necessary, the petition of a court of competent jurisdiction for the
 appointment of a successor Indenture Trustee (Section 6.8);


	
 

	
 


	
 

	
          (EE)
 the furnishing of the Indenture Trustee with the names and addresses of
 Noteholders during any period when the Indenture Trustee is not the Note
 Registrar (Section 7.1);


	
 

	
 


	
 

	
          (FF)
 the preparation and, after execution by the Issuer, the filing with the
 Commission, any applicable state agencies and the Indenture Trustee of
 documents required to be filed on a periodic basis with, and summaries
 thereof as may be required by rules and regulations prescribed by, the
 Commission and any applicable state agencies and the transmission of such
 summaries, as necessary, to the Noteholders (Section 7.3(a)); it being
 understood by the parties hereto that the Indenture Trustee shall have no
 duty or obligation to sign or file any report required to be filed with the
 Commission or





4






	
 

	
 


	
 

	
any other
 state agency or provide any certification to any such Person or to the
 Administrator or any other Person that is obligated to sign and file any such
 report;


	
 

	
 


	
 

	
          (GG)
 the notification to the Indenture Trustee of the listing of the Notes on any
 stock exchange (Section 7.4(b));


	
 

	
 


	
 

	
          (HH)
 the preparation of an Issuer Request and Officer’s Certificate and the
 obtaining of an Opinion of Counsel and Independent Certificates, if
 necessary, for the release of the Indenture Trust Estate (Sections 8.4
 and 8.5);


	
 

	
 


	
 

	
          (II)
 the preparation of Issuer Orders and the obtaining of Opinions of Counsel
 with respect to the execution of supplemental indentures and the mailing to
 the Noteholders of notices with respect to such supplemental indentures (Sections
 9.1, 9.2 and 9.3);


	
 

	
 


	
 

	
          (JJ)
 the determination to execute and deliver new Notes conforming to any
 supplemental indenture (Section 9.6);


	
 

	
 


	
 

	
          (KK)
 the notice and deposit of money for prepayment of the Notes (Section 10.1);


	
 

	
 


	
 

	
          (LL)
 the notice to the Indenture Trustee and the duty to cause the Indenture
 Trustee to provide notification to Noteholders of prepayment of the Notes (Section
 10.2);


	
 

	
 


	
 

	
          (MM)
 the preparation of all Officer’s Certificates, Issuer Requests and Issuer
 Orders and the obtaining of Opinions of Counsel and Independent Certificates
 with respect to any requests by the Issuer to the Indenture Trustee to take
 any action under the Indenture (Section 11.1(a));


	
 

	
 


	
 

	
          (NN)
 the preparation of Officer’s Certificates and the obtaining of Independent
 Certificates, if necessary, for the release of property from the lien of the
 Indenture (Section 11.1(b));


	
 

	
 


	
 

	
          (OO)
 the notification of the Rating Agencies pursuant to Section 11.4 of
 the Indenture (Section 11.4);


	
 

	
 


	
 

	
          (PP)
 the preparation and delivery to Noteholders and the Indenture Trustee of any
 agreements with respect to alternate payment and notice provisions (Section
 11.6); and


	
 

	
 


	
 

	
          (QQ)
 the recording of the Indenture and payment of related expenses, if applicable
 (Section 11.15).


	
 

	
 


	
 

	
(ii) The
 Administrator will:


	
 

	
 


	
 

	
          (A)
 pay the Indenture Trustee from time to time reasonable compensation for all
 services rendered by the Indenture Trustee under the Indenture (which
 compensation





5






	
 

	
 


	
 

	
shall not be
 limited by any provision of law in regard to the compensation of a trustee of
 an express trust);


	
 

	
 


	
 

	
          (B)
 except as otherwise expressly provided in the Indenture, reimburse the
 Indenture Trustee upon its request for all reasonable expenses, disbursements
 and advances incurred or made by the Indenture Trustee in accordance with any
 provision of the Indenture (including the reasonable compensation, expenses
 and disbursements of its agents and counsel), except any such expense,
 disbursement or advance as may be attributable to its willful misconduct,
 negligence or bad faith;


	
 

	
 


	
 

	
          (C)
 indemnify the Indenture Trustee and its officers, directors, employees and
 agents for, and hold them harmless against, any losses, liability or expense
 incurred without willful misconduct, negligence or bad faith on their part,
 arising out of or in connection with the acceptance or administration of the
 transactions contemplated by the Indenture, including the reasonable costs
 and expenses (including reasonable attorneys’ fees) of defending themselves
 against any claim or liability in connection with the exercise or performance
 of any of their powers or duties under the Indenture; and


	
 

	
 


	
 

	
          (D)
 indemnify, defend and hold harmless the Issuer, the Owner Trustee, the
 Indenture Trustee and any of their respective officers, directors, employees
 and agents from and against any loss, liability or expense incurred by reason
 of (i) the Depositor’s or the Issuer’s violation of federal or state
 securities laws in connection with the offering and sale of the Notes and the
 Certificates or (ii) any breach of the Depositor of any term, provision or
 covenant contained in the Sale and Servicing Agreement.





          Indemnification
under this Section shall survive the resignation or removal of the Indenture
Trustee and the termination of this Agreement and shall include reasonable fees
and expenses of counsel and expenses of litigation. If the Administrator shall
have made any indemnity payments pursuant to this Section and the Person to or
on behalf of whom such payments are made thereafter shall collect any such
amount from others, such Person shall promptly repay such amounts to the
Administrator, without interest.


          (b)
Additional Duties. (i) In addition to the duties of the Administrator
set forth above, the Administrator shall perform such calculations and shall
prepare or shall cause the preparation by other appropriate persons of, and
shall execute on behalf of the Issuer or the Owner Trustee, all such documents,
reports, filings, instruments, certificates and opinions that it shall be the
duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to
the Related Agreements, and at the request of the Owner Trustee shall take all
appropriate action that it is the duty of the Issuer or the Owner Trustee to
take pursuant to the Related Agreements provided,
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
10.2, 10.3 and 10.4 of the Sale and Servicing Agreement and
to otherwise comply with the requirements of the Owner Trustee pursuant to or
related to Regulation AB. Subject to Section 6 of this Agreement, the
Administrator shall administer, perform or supervise the performance of such
other activities in connection with the Collateral (including the Related
Agreements) as are not covered by any of the foregoing provisions and as are
expressly requested by the Owner Trustee and are reasonably within the
capability of the Administrator.


6






          (ii)
Notwithstanding anything in this Agreement or the Related Agreements to the
contrary, the Administrator shall be responsible for promptly notifying the
Owner Trustee in the event that any withholding tax is imposed on the Issuer’s
payments (or allocations of income) to a Certificateholder as contemplated in Section
5.2(c) of the Trust Agreement. Any such notice shall specify the amount of
any withholding tax required to be withheld by the Owner Trustee pursuant to
such provision.


          (iii)
Notwithstanding anything in this Agreement or the Related Agreements to the
contrary, the Administrator shall be responsible for performance of the duties
of the Issuer, the Depositor, or the Owner Trustee set forth in Sections
5.5(a), (b), (c) and (d) and the penultimate sentence
of Section 5.5 of the Trust Agreement with respect to, among other
things, accounting and reports to Certificateholders.


          (iv)
The Administrator shall provide prior to April 15, 2008 a certificate of an
Authorized Officer in form and substance satisfactory to the Owner Trustee as
to whether any tax withholding is then required and, if required, the
procedures to be followed with respect thereto to comply with the requirements
of the Code. The Administrator shall be required to update the letter in each
instance that any additional tax withholding is subsequently required or any
previously required tax withholding shall no longer be required.


          (v)
The Administrator shall perform the duties of the Administrator specified in Section
9.2 of the Trust Agreement required to be performed in connection with the
resignation or removal of the Owner Trustee and any other duties expressly
required to be performed by the Administrator pursuant to the Trust Agreement.


          (vi)
In carrying out the foregoing duties or any of its other obligations under this
Agreement, the Administrator may enter into transactions or otherwise deal with
any of its Affiliates; provided, however, that the terms of any such
transactions or dealings shall be in accordance with any directions received
from the Issuer and shall be, in the Administrator’s opinion, no less favorable
to the Issuer than would be available from unaffiliated parties.


          (c)
Non-Ministerial Matters. (i) 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 Owner Trustee of the
proposed action and the Owner Trustee 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 amendment of or any supplement to the Indenture;


	
 

	
 


	
 

	
          (B)
 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 (other than in
 connection with the collection of the Receivables or Permitted Investments);


	
 

	
 


	
 

	
          (C)
 the amendment, change or modification of the Related Agreements;


	
 

	
 


	
 

	
          (D)
 the appointment of successor Note Registrars, successor Note Paying Agents
 and successor Indenture Trustees pursuant to the Indenture or the appointment
 of





7






	
 

	
 


	
 

	
successor
 Administrators or Successor Servicers, or the consent to the assignment by the
 Note Registrar, Note Paying Agent or Indenture Trustee of its obligations
 under the Indenture; and


	
 

	
 


	
 

	
          (E)
 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 Related Agreements, (y) sell the Indenture Trust Estate
pursuant to Section 5.4 of the Indenture or (z) take any other action
that the Issuer directs the Administrator not to take on its behalf.


          (d)
Exchange Act. If requested by the Depositor for purposes of compliance
with its reporting obligations under the Exchange Act, the Administrator will
provide to the Depositor and the Servicer within 90 days after the end of each
fiscal year of the Issuer (or, if such day is not a Business Day, the next
Business Day) beginning March 30, 2009, the servicing criteria assessment
required to be filed in respect of the Trust under the Exchange Act under Item
1122 of Regulation AB if periodic reports under Section 15(d) of the Exchange
Act, or any successor provision thereto, were required to be filed in respect
of the Trust and shall cause a firm of independent certified public
accountants, who may also render other services to the Administrator, the
Servicer, the Seller or the Depositor, to deliver to the Depositor and the
Servicer the attestation report that would be required to be filed in respect
of the Trust under the Exchange Act if periodic reports under Section 15(d) of
the Exchange Act, or any successor provision thereto, were required to be filed
in respect of the Trust. Such attestation shall be in accordance with Rules
1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
Exchange Act, including, without limitation that in the event that an overall
opinion cannot be expressed, such registered public accounting firm shall state
in such report why it was unable to express such an opinion.


          3.
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 by the Issuer and the Depositor
at any time during normal business hours.


          4.
Compensation. 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 $2,000 annually which shall be
solely an obligation of the Depositor.


          5.
Additional Information to Be Furnished to the Issuer. The Administrator
shall furnish to the Issuer from time to time such additional information
regarding the Collateral as the Issuer shall reasonably request.


          6.
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 or the Owner Trustee with respect to the
manner in which it accomplishes the performance of its obligations hereunder.
Unless expressly authorized by the Issuer, the


8






Administrator
shall have no authority to act for or represent the Issuer or the Owner Trustee
in any way and shall not otherwise be deemed an agent of the Issuer or the
Owner Trustee.


          7.
No Joint Venture. Nothing contained in this Agreement (i) shall
constitute the Administrator and either of the Issuer or the Owner Trustee 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 others.


          8.
Other Activities of 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 or entity even though such person or entity may engage in business
activities similar to those of the Issuer, the Owner Trustee or the Indenture
Trustee.


          9.
Term of Agreement; Resignation and Removal of Administrator. (a) This
Agreement shall continue in force until the termination of the Issuer in
accordance with Section 8.1 of the Trust Agreement, upon which event
this Agreement shall automatically terminate.


          (b)
Subject to Sections 9(e) and 9(f), the Administrator may resign
its duties hereunder by providing the Issuer with at least sixty (60) days’
prior written notice.


          (c)
Subject to Sections 9(e) and 9(f), the Issuer may remove the
Administrator without cause by providing the Administrator with at least sixty
(60) days’ prior written notice and, for so long as any Notes are Outstanding,
the Rating Agency Condition shall have been satisfied in connection therewith.


          (d)
Subject to Sections 9(e) and 9(f), at the sole option of the
Issuer, the Administrator may be removed immediately upon written notice of
termination from the Issuer to the Administrator if any of the following events
shall occur:


          (i)
the Administrator shall default in any material respect in the performance of
any of its duties under this Agreement and, after notice of such default, shall
not cure such default within ten (10) days (or, if such default cannot be cured
in such time, such longer period acceptable to the Issuer);


          (ii)
a court having jurisdiction in the premises shall enter a decree or order for
relief, and such decree or order shall not have been vacated within sixty (60)
days, in respect of the Administrator in any involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect or appoint a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official for the Administrator or any substantial part
of its property or order the winding-up or liquidation of its affairs; or


          (iii)
the Administrator shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, shall
consent to the entry of an order for relief in an involuntary case under any
such law, shall consent to the appointment of a receiver, liquidator, assignee,
trustee, custodian, sequestrator or similar official for the


9






Administrator
or any substantial part of its property, shall consent to the taking of
possession by any such official of any substantial part of its property, shall
make any general assignment for the benefit of creditors or shall fail
generally to pay its debts as they become due.


          The
Administrator agrees that if any of the events specified in clauses (ii)
or (iii) of this Section 9(d) shall occur, it shall give written notice
thereof to the Issuer and the Indenture Trustee within seven days after the
happening of such event.


          (e)
No resignation or removal of the Administrator pursuant to this Section 9
shall be effective until (i) a successor Administrator shall have been
appointed by the Issuer with the consent of the Indenture Trustee and (ii) such
successor Administrator shall have agreed in writing to be bound by the terms
of this Agreement in the same manner as the Administrator is bound hereunder.
The Issuer shall provide written notice of any such resignation or removal to
the Indenture Trustee, with a copy to the Rating Agencies.


          (f)
The appointment of any successor Administrator shall be effective only after
satisfaction of the Rating Agency Condition with respect to the proposed
appointment.


          (g)
Subject to Sections 9(e) and 9(f), the Administrator acknowledges
that upon the appointment of a successor Servicer pursuant to the Sale and
Servicing Agreement, the Administrator shall immediately resign. The Indenture
Trustee shall assist the Issuer to find a successor Administrator.


          10.
Action upon Termination, Resignation or Removal. Promptly upon the
effective date of termination of this Agreement pursuant to Section 9(a)
or the resignation or removal of the Administrator pursuant to Section 9(b),
(c) or (d), respectively, the Administrator shall be entitled to
be paid all fees and reimbursable expenses accruing to it to the date of such
termination, resignation or removal. The Administrator shall forthwith upon
such termination pursuant to Section 9(a) deliver to the Issuer all
property and documents of or relating to the Collateral then in the custody of
the Administrator. In the event of the resignation or removal of the Administrator
pursuant to Section 9(b), (c) or (d), respectively, the
Administrator shall cooperate with the Issuer and take all reasonable steps
requested to assist the Issuer in making an orderly transfer of the duties of
the Administrator.


          11.
Notices. Any notice, report or other communication given hereunder shall
be in writing and addressed as follows:


          (a)
if to the Issuer or the Owner Trustee, to:


	
 

	
 

	
 


	
 

	
USAA Auto
 Owner Trust 2008-1 

 Wells Fargo Delaware Trust Company 

 919 North Market Street, 

 Suite 1600 

 Wilmington, Delaware 19801


	
 

	
Attention:

	
Corporate
 Trust Administration 


	
 

	
Telephone:

	
(302)
 575-2004 


	
 

	
Facsimile:

	
(302)
 575-2006





10






	
 

	
 

	
 


	
               
 if to the Administrator, to:


	
 

	
 


	
 

	
USAA Federal
 Savings Bank 

 10750 McDermott Freeway 

 San Antonio, Texas 78288 


	
 

	
Attention:

	
Edwin
 McQuiston 


	
 

	
Telephone:

	
(210)
 498-2296 


	
 

	
Facsimile:

	
(210)
 498-6566





          (b)
if to the Indenture Trustee, to:


	
 

	
 

	
 


	
 

	
The Bank of
 New York 

 101 Barclay Street, 4 West 

 New York, New York 10286


	
 

	
Attention:

	
Corporate
 Trust Administration—USAA Auto Owner 

 Trust 2008-1 


	
 

	
Telephone:

	
(212)
 815-8321 


	
 

	
Facsimile:

	
(212)
 815-2493





or to such
other address as any party shall have provided to the other parties in writing.
Any notice required to be in writing hereunder shall be deemed given if such
notice is mailed by certified mail, postage prepaid, or hand-delivered to the
address of such party as provided above.


          12.
Amendments. This Agreement may be amended from time to time by a written
amendment duly executed and delivered by the Issuer, the Administrator and the
Indenture Trustee, with the written consent of the Owner Trustee, without the
consent of the Noteholders and the Certificateholders, 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 or Certificateholders; provided,
that such amendment shall not, as set forth in an Opinion of Counsel
satisfactory to the Indenture Trustee and the Owner Trustee, materially and
adversely affect the interest of any Noteholder or Certificateholder. This
Agreement may also be amended by the Issuer, the Administrator and the
Indenture Trustee with the written consent of the Owner Trustee and the
Noteholders of Notes evidencing not less than a majority of the Notes
Outstanding and the Certificateholders of Certificates evidencing not less than
a majority of the Percentage Interests 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 Noteholders or the
Certificateholders; provided, however, that
no such amendment may (i) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on Receivables or
distributions that are required to be made for the benefit of the Noteholders
or Certificateholders or (ii) reduce the aforesaid percentage of the
Noteholders and Certificateholders which are required to consent to any such
amendment, without the consent of the Noteholders of all the Notes Outstanding
and Certificateholders of Certificates evidencing the Percentage Interests.
Promptly after the execution of any such amendment, the Administrator shall
furnish written notification of such amendment to each Rating Agency.


11






          13.
Successors and Assigns. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by
the Issuer and the Owner Trustee and subject to the satisfaction of the Rating
Agency Condition in respect thereof. An assignment with such consent and
satisfaction, if accepted by the assignee, shall bind the assignee hereunder in
the same manner as the Administrator is bound hereunder. Notwithstanding the
foregoing, this Agreement may be assigned by the Administrator without the
consent of the Issuer or the Owner Trustee to a corporation or other
organization that is a successor (by merger, consolidation or purchase of
assets) to the Administrator; provided that
such successor organization executes and delivers to the Issuer, the Owner
Trustee and the Indenture Trustee an agreement in which such corporation or
other organization agrees to be bound hereunder by the terms of said assignment
in the same manner as the Administrator is bound hereunder. Subject to the
foregoing, this Agreement shall bind any successors or assigns of the parties
hereto.


          14.
GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAW
PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


          15.
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.


          16.
Counterparts. This Agreement may be executed in counterparts, each of
which when so executed shall be an original, but all of which together shall
constitute but one and the same agreement.


          17.
Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.


          18.
Not Applicable to the Bank in Other Capacities. Nothing in this
Agreement shall affect any right or obligation the Bank may have in any
capacity other than as Administrator.


          19.
Limitation of Liability of Owner Trustee and Indenture Trustee. (a)
Notwithstanding anything contained herein to the contrary, this instrument has
been signed on behalf of the Issuer by Wells Fargo Delaware Trust Company, not
in its individual capacity but solely in its capacity as Owner Trustee of the
Issuer and in no event shall Wells Fargo Delaware Trust Company in its
individual capacity or any beneficial owner of the Issuer have any liability
for the representations, warranties, covenants, agreements or other obligations
of the Issuer hereunder, as to all of which recourse shall be had solely to the
assets of the Issuer. For all purposes of this Agreement, in the performance of
any duties or obligations of the Issuer


12






hereunder, the
Owner Trustee shall be subject to, and entitled to the benefits of, the terms
and provisions of the Trust Agreement.


          (b)
Notwithstanding anything contained herein to the contrary, this Agreement has
been countersigned by The Bank of New York not in its individual capacity but
solely as Indenture Trustee and in no event shall The Bank of New York have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder or in any of the certificates, notices or
agreements delivered pursuant hereto, as to all of which recourse shall be had
solely to the assets of the Issuer. For all purposes of this Agreement, in the
performance of its duties or obligations hereunder or in the performance of any
duties or obligations of the Issuer hereunder, the Indenture Trustee shall be
subject to, and entitled to the benefits of, the terms and provisions of Article
VI of the Indenture.


          20.
Third-Party Beneficiary. The Owner Trustee is a third-party beneficiary
to this Agreement and is entitled to the rights and benefits hereunder and may
enforce the provisions hereof as if it were a party hereto.


          21.
Nonpetition Covenants. Notwithstanding any prior termination of this
Agreement, the Administrator and the Indenture Trustee shall not, prior to the
date which is one year and one day after the termination of this Agreement with
respect to the Issuer, acquiesce, petition or otherwise invoke or cause the
Issuer to invoke the process of any court or government authority for the purpose
of commencing or sustaining a case against the Issuer under any federal or
State bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar
official of the Issuer or any substantial part of its property, or ordering the
winding up or liquidation of the affairs of the Issuer.


[Signatures Follow]


13






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


	
 
	
 
	
 
	
 

	
 
	
USAA AUTO
 OWNER TRUST 2008-1

	
 
	
 

	
 
	
By:
	
WELLS FARGO
 DELAWARE TRUST

 COMPANY, not in its individual capacity

 but solely as Owner Trustee

	
 
	
 
	
 

	
 
	
 
	
By:
	
/s/ Ann Roberts Dukart

	
 
	
 
	
 
	


	
 
	
 
	
Name:    
	   Ann Roberts Dukart
	
 
	
 
	
Title: 
	   Vice President






	
 

	
 

	
 


	
 

	
S-1

	
 










	
 
	
 
	
 
	
 

	
 
	
THE BANK OF
 NEW YORK, not in its individual
capacity but solely as Indenture Trustee

	
 
	
 

	
 
	
 
	
By: 
	
/s/ Michael Burack

	
 
	
 
	
 
	


	
 
	
 
	
Name:   
 
	   Michael Burack
	
 
	
 
	
Title:
 
	   Assistant Treasurer






	
 
	
 
	
 

	
 
	
S-2
	 








	
 
	
 
	
 
	
 
	
 

	
 
	
USAA FEDERAL
 SAVINGS BANK, as Administrator

	
 
	
 

	
 
	
 
	
By:     
	
/s/ Edwin T. McQuiston

	
 
	
 
	
 
	

			Name:  	   Edwin T. McQuiston
			Title:	   Senior Vice President






	
 

	
 

	
 


	
 

	
S-3

	
 










TABLE OF CONTENTS


	
 

	
 

	
 


	
 

	
 

	
Page


	
 

	
 

	
 


	
1.

	
Definitions
 and Usage

	
1


	
 

	
 

	
 


	
2.

	
Duties of
 the Administrator

	
1


	
 

	
 

	
 


	
3.

	
Records

	
8


	
 

	
 

	
 


	
4.

	
Compensation

	
8


	
 

	
 

	
 


	
5.

	
Additional
 Information to Be Furnished to the Issuer

	
8


	
 

	
 

	
 


	
6.

	
Independence
 of the Administrator

	
8


	
 

	
 

	
 


	
7.

	
No Joint
 Venture

	
9


	
 

	
 

	
 


	
8.

	
Other
 Activities of Administrator

	
9


	
 

	
 

	
 


	
9.

	
Term of
 Agreement; Resignation and Removal of Administrator

	
9


	
 

	
 

	
 


	
10.

	
Action upon
 Termination, Resignation or Removal

	
10


	
 

	
 

	
 


	
11.

	
Notices

	
10


	
 

	
 

	
 


	
12.

	
Amendments

	
11


	
 

	
 

	
 


	
13.

	
Successors
 and Assigns

	
12


	
 

	
 

	
 


	
14.

	
GOVERNING
 LAW

	
12


	
 

	
 

	
 


	
15.

	
Headings

	
12


	
 

	
 

	
 


	
16.

	
Counterparts

	
12


	
 

	
 

	
 


	
17.

	
Severability

	
12


	
 

	
 

	
 


	
18.

	
Not
 Applicable to the Bank in Other Capacities

	
12


	
 

	
 

	
 


	
19.

	
Limitation
 of Liability of Owner Trustee and Indenture Trustee

	
12


	
 

	
 

	
 


	
20.

	
Third-Party
 Beneficiary

	
13


	
 

	
 

	
 


	
21.

	
Nonpetition
 Covenants

	
13





i