Exhibit 10.3


 





 



 


ADMINISTRATION AGREEMENT


 


between


 


USAA AUTO OWNER TRUST 2014-1,

as Issuer


 


and


 


USAA FEDERAL SAVINGS BANK,

as Administrator


 


Dated as of February 28, 2014


 





 



 


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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	4
	8.	Administrator Replacement Events; Termination of the Administrator	4
	9.	Action upon Termination or Removal	6
	10.	Liens	6
	11.	Notices	6
	12.	Amendments	7
	13.	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	8
	14.	Headings	9
	15.	Counterparts	9
	16.	Entire Agreement	9
	17.	Severability of Provisions	9
	18.	Not Applicable to the Bank in Other Capacities	9
	19.	Benefits of the Administration Agreement	9
	20.	Assignment	9
	21.	Nonpetition Covenant	9
	22.	Limitation of Liability of Owner Trustee	10


 

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THIS ADMINISTRATION
AGREEMENT (this “Agreement”) dated as of February 28, 2014, is between USAA AUTO OWNER
Trust 2014-1, 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 February 28, 2014 (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 and (iii) the Note Depository
Agreement (the Trust Agreement and each of the agreements referred to in clauses (i) through (iii) 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 administer and perform all of 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, 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 


 


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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, notices 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, execute, file and deliver on behalf of the Issuer or the Owner Trustee all such documents, reports, filings, instruments,
certificates, notices 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)Notices
to Rating Agencies. The Administrator shall give notice to each Rating Agency of (i) any merger or consolidation of the Owner
Trustee pursuant to Section 10.4 of the Trust Agreement; (ii) any merger or consolidation of the Indenture Trustee pursuant
to Section 6.9 of the Indenture; (iii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8
of the Indenture; (iv) any Default or Event of Default of which it has been provided notice pursuant to Section 6.5 of the
Indenture; (v) the termination of, and/or appointment of a successor to, the Servicer pursuant to Section 7.1 of the Sale
and Servicing Agreement; and (vi) any supplemental indenture pursuant to Section 9.1 or 9.2 of the Indenture; in
the case of each of (i) through (vi), promptly upon the Administrator being notified thereof by the Owner Trustee,
the Indenture Trustee or the Servicer, as applicable.


 


(c)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 or which would result in a violation or
breach of the Issuer’s covenants, agreements or obligations under any of the Issuer Documents.


 


(d)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:


 


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(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 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 Servicer. 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 the Administrator or the Issuer or (iii) shall be deemed to confer on the Administrator or the
Issuer 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.


 


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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 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 clause (d) below, the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60)
days’ prior written notice.


 


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(b)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 20 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;


 


(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.


 


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(d)If
an Administrator Replacement Event shall have occurred, the Issuer may, subject to Section 20 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 20 hereof, shall have appointed a successor Administrator in the manner set forth below.
Upon any such termination or upon a resignation of the Administrator in accordance with Section 8(a) hereof, 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 20 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 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. No resignation or removal of the Administrator shall be effective until a successor Administrator shall
have been appointed by the Issuer.


 


(e)The
Issuer, subject to Section 20 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 or resignation 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, by facsimile or, if so provided on Schedule
II to the Sale and Servicing Agreement, by electronic transmission, and addressed in each case as specified on Schedule
II to the Sale and Servicing Agreement or at such other address as shall be designated by any of the specified addressees in
a written notice to the other parties hereto. Delivery will be deemed to have been given and made: (i) upon delivery or, in the
case of a letter 


 


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mailed by registered
or certified first-class United States mail, postage prepaid, three days after deposit in the mail, (ii) in the case of a facsimile,
when receipt is confirmed by telephone, reply email or reply facsimile from the recipient, (iii) in the case of electronic transmission,
when receipt is confirmed by telephone or reply email from the recipient and (iv) in the case of an electronic posting to a password-protected
website to which the recipient has been provided access, upon delivery (without the requirement of confirmation of receipt) and
notice (including email) to such recipient stating that such electronic posting has occurred.


 


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 the satisfaction of one of the following conditions:


 


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


 


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


 


(b)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.


 


(c)Prior
to the execution of any amendment pursuant to this Section 12, 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; provided, that no amendment pursuant to this Section 12 shall be effective which affects the rights,
protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person (which consent
shall not be unreasonably withheld or delayed).


 


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(d)Prior
to the execution of any amendment pursuant to this Section 12, the Owner Trustee and the Indenture Trustee shall be entitled
to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted
by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner
Trustee and the Indenture Trustee may, but shall not be obligated to, enter into or execute on behalf of the Issuer any such amendment
which adversely affects the Owner Trustee’s or the Indenture Trustee’s, as applicable, own rights, privileges, indemnities,
duties or obligations under this Agreement.


 


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


 


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


 


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Agreement,
any other Transaction Document, or any matter arising hereunder or thereunder.


 


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


 


17.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.


 


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


 


19.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.


 


20.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 in the event the Issuer shall fail to exercise
the same.


 


21.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 


 


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Bankruptcy Remote Party
or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the
appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy
Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession
by any such official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote Party, or to make a general
assignment for the benefit of, its creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party,
and (ii) such party shall not commence, join with any other Person in commencing or institute with any other Person any Proceeding
against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter
in effect in any jurisdiction; 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.


 


22.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, National Association, not in its individual capacity but solely as Owner Trustee,
and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of
the Issuer 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.


 


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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 2014-1	 
	 	 	 	 
	 	By:	Wells Fargo Delaware Trust Company,	 
	 	 	National Association, 

not in its individual capacity

but solely as Owner Trustee	 
	 	 	 	 
	 	By: 	 	 
	 	Name:	 
	 	Title:	 


 


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	 	USAA FEDERAL SAVINGS BANK,
as Administrator	 
	 	 	 	 



	 	By: 	 	 



	 	Name: 	John D. Harrell	 
	 	Title:	Vice President	 


 

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


 

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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: 	David K. Kimball	 
	 	Title: 	Vice President and Treasurer	 


 



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