c54373_ex10-3.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing




EXECUTION COPY

Exhibit 10.3

 

 


ADMINISTRATION AGREEMENT


among


USAA AUTO OWNER TRUST 2008-3,

as Issuer 


USAA FEDERAL SAVINGS BANK,

as Administrator 


and


THE BANK OF NEW YORK MELLON,

as Indenture Trustee






Dated as of July 23, 2008

 

 

 











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   	   	
10   





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     THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of July 23,
2008, is between USAA AUTO OWNER TRUST 2008-3, a Delaware statutory trust (the “Issuer”),
USAA FEDERAL SAVINGS BANK, a federally chartered savings association, as administrator (the “Bank” or in its capacity as administrator, the “Administrator”), and THE BANK OF NEW YORK MELLON, a banking corporation organized under the laws of the State of New York, as indenture trustee (the “Indenture Trustee”). 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 July 23, 2008 (the
“Sale and Servicing Agreement”) by and among USAA Acceptance, LLC, as seller, the Issuer, the Bank, as servicer, and the Indenture Trustee. 


W I T N E S S E T H :


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



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


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


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


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



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


     1.     Duties of the Administrator. 




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












respect to the obligations of the Owner Trustee under Sections 11.12, 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.




		
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     (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 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 and the Indenture Trustee 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. 


		
	
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     (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 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


		
	
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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. 




     (d)     If an Administrator Replacement Event shall have occurred, the Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner 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 with the consent of the Indenture Trustee 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


		
	
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(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. 


     (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 


		
	
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     (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; 




     (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, the
Administrator and the Indenture Trustee, 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. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which materially and adversely affects 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.  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





		
	
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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, (A) 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; and (B) this Agreement may not be amended in any way that would significantly amend the permitted
activities or powers of the Issuer even if such amendments would not have an adverse effect on the Holders of the Notes without the consent of at least a majority of the Outstanding Notes. 


     (f)     Notwithstanding any provision of this Section 4.6 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




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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. 



     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



 

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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, reorganization, liquidation or insolvency law or statute now or
hereafter in effect in any jurisdiction.


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


     22.     Limitation of Liability of Indenture
Trustee. Notwithstanding anything
contained herein to the contrary, this Agreement has been countersigned by The Bank of New York Mellon not in its individual capacity but solely as Indenture Trustee and in no event shall The Bank of New York Mellon 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. 


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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 2008-3


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


By: /s/ Sandra Battaglia          

Name: Sandra Battaglia

Title: Vice President 


		
	
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USAA FEDERAL SAVINGS BANK, as 

Administrator 


By: /s/ David K. Kimball          

Name: David K. Kimball

Title: Vice President and Senior Financial Officer













		
	
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THE BANK OF NEW YORK MELLON,
not in

its individual capacity but solely as Indenture Trustee 


By: /s/ Michael Burack          

Name: Michael Burack

Title: Assistant Treasurer 















		
	
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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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