Exhibit 10.3








	
  

 
	
 ADMINISTRATION AGREEMENT

 
	
  

 
	
 between

 
	
  

 
	
 USAA AUTO OWNER TRUST 2010-1,

 
	
 as Issuer

 
	
  

 
	
 and

 
	
  

 
	
 USAA FEDERAL SAVINGS BANK,

 
	
 as Administrator

 
	
  

 
	
 Dated as of February 24, 2010

 













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 February 24, 2010, is between USAA AUTO OWNER TRUST 2010-1, 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 24, 2010 (the “Sale and Servicing Agreement”) by and among USAA
Acceptance, LLC, as seller, the Issuer, the Bank, as servicer, and the
Indenture Trustee.


WITNESSETH:


          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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 Administration Agreement 

 
	
  

 	
  

 	
  (USAA 2010-1)

 













	
  

 	
  

 
	
  

 	
 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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 Administration Agreement 

 
	
  

 	
  

 	
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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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 Administration Agreement 

 
	
  

 	
  

 	
  (USAA 2010-1)

 













	
  

 	
  

 
	
  

 	
           (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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 Administration Agreement 

 
	
  

 	
  

 	
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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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 Administration Agreement 

 
	
  

 	
  

 	
  (USAA 2010-1)

 









          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, 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 2010-1

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Rosemary Kennard

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:  Rosemary Kennard

 
	
  

 	
 Title: Vice President

 






	
  

 	
  

 	
  

 
	
  

 	
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 USAA FEDERAL SAVINGS BANK,
 as Administrator

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Timothy P. Booker

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 Timothy P. Booker

 
	
  

 	
 Title: Vice
 President

 






	
  

 	
  

 	
  

 
	
  

 	
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 Acknowledged
 and Agreed:

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Michael Burack

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Michael Burack

 
	
  

 	
 Title: Senior Assocate

 






	
  

 	
  

 	
  

 
	
  

 	
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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:

 	
 /s/ Edwin T. McQuiston

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Edwin
 T. McQuiston

 
	
  

 	
 Title:
 Senior Vice President and Treasurer

 






	
  

 	
  

 	
  

 
	
  

 	
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