Common use of Accounts Clause in Contracts

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture TrusteeSecurities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture TrusteeSecurities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.

Accounts. (a) The Servicer shall establish, on On or before prior to the Closing Effective Date, and maintain the Borrower shall establish each Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Borrower and each Account shall be a segregated, non-interest bearing trust account established with the Securities Intermediary. Funds held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon applied by the terms Collateral Agent pursuant to Section 8.3 and conditions the applicable Monthly Report. If at any time a Responsible Officer of the Transaction Documents. If the Servicer is required Collateral Agent obtains actual knowledge that any Account ceases to remit collections on a daily basis pursuant be an Eligible Account (with notice to the first sentence Collateral Manager, the Agent and each Lender Agent), then the Borrower shall cause the Collateral Manager to transfer such account to another institution such that such account shall meet the requirements of Section 4.2an Eligible Account. Except as set forth below, all amounts held on deposit in the Collection Unfunded Exposure Account shallmay be withdrawn at the direction of the Borrower or at the direction of the Collateral Manager (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset, or (ii) to make a deposit into the Collections Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account is equal to or greater than the Aggregate Unfunded Amount. Following the Facility Termination Date, the Borrower shall cause the Collateral Manager to forward any draw request made by an Obligor under a Variable Funding Asset, along with wiring instructions for the applicable Obligor, to the extent permitted by Collateral Agent (with a copy to the Agent and each Lender Agent) along with a written instruction to the Collateral Agent to withdraw the applicable lawamount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, rules and regulationsthe Collateral Agent shall fund such draw request in accordance with such instructions from the Collateral Manager. Following the end of the Revolving Period, be investedif the Borrower shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset and, as directed of the date of such receipt (and after taking into account such repayment), the aggregate amount on deposit in writing by the Servicer, by the bank or trust company then maintaining the Collection Unfunded Exposure Account in Permitted Investments that mature not later is less than the Business Day preceding Aggregate Unfunded Amount (the Distribution Date following the Collection Period during which amount of such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trusteeshortfall, in each case, the Servicer shall“Unfunded Exposure Shortfall”), with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency Borrower shall consent) cause the Collection Account Collateral Manager to be moved direct the Collateral Agent to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee Collateral Agent shall deposit into the Unfunded Exposure Account an amount of any change in such Principal Collections equal to the account number or location lesser of (a) the Collection Accountaggregate amount of such Principal Collections and (b) the Unfunded Exposure Shortfall.

Accounts. (a) The Servicer Trustee shall establishestablish and maintain, on or before cause to be established and maintained, the Closing DateCollection Account, the Reserve Account and maintain in the name Note Payment Account, each of the Indenture Trustee at which shall be an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust , for the benefit of the NoteholdersNoteholders and the Note Insurer. All amounts held in the Collection Account, the Reserve Account or the Note Payment Account shall, to the extent permitted by this Agreement and applicable laws, rules and regulations, be invested in Permitted Investments by the depository institution or trust company then maintaining such Account only upon written direction of the Issuer, provided, however, in the event the Issuer fails to provide such written direction to the Trustee, and until the CertificateholdersIssuer provides such written direction, the Trustee shall invest in Permitted Investments satisfying the requirements of clause (v) of the definition thereof. The Investments held in Permitted Investments in the Accounts shall not be sold or disposed of prior to their maturity. Earnings on investment of funds in the Collection Account and Reserve Account shall remain in such Accounts for disposition in accordance with this Agreement. Earnings on investment of funds in the Note Payment Account shall be remitted by the Trustee to the Collection Account promptly upon receipt thereof in the Note Payment Account. Any losses and investment expenses relating to any investment of funds in any of the Accounts shall be for the account of the Issuer, which shall deposit or cause to be deposited the amount of such loss (to the extent not offset by income from other investments of funds in the related Account) in the related Account immediately upon the realization of such loss. The taxpayer identification number associated with each of the Accounts shall be that of the Issuer and the Issuer will report for federal, state and local income tax purposes the income, if any, earned on funds in the relevant Account. The Issuer hereby acknowledges that all amounts on deposit in each Account (including investment earnings thereon) are held in trust by the Trustee for the benefit of the Noteholders and the Note Insurer, subject to any express rights of the Issuer set forth herein, and shall remain at all times during the term of this Agreement under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals Payments from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding prior to the Distribution Payment Date following and only to the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Note Payment Account.

Accounts. (a) The Servicer shall establish, on or before Prior to the Closing Date, and maintain in the name of Issuer shall open or cause to be opened with the Indenture Trustee Securities Intermediary located at an Eligible Institution (which shall initially be the Indenture Trustee) a ’s office located at the Corporate Trust Office, or at another Eligible Institution, one or more segregated trust account designated as accounts in the Collection Account Indenture Trustee’s name for the deposit of Securitization Charge Collections (including estimated Securitization Charge Collections) and all other amounts received with respect to the Securitization Bond Collateral (the “Collection Account”). The Issuer shall also open or cause to be opened with the Securities Intermediary located at the Indenture Trustee’s office located at the Corporate Trust Office, or at another Eligible Institution, a capital account in the Indenture Trustee’s name for the deposit of the capital contribution by DTE Electric equal to the Required Capital Level (the “Capital Account”). There shall be established by the Indenture Trustee in respect of the Collection Account two subaccounts: a general subaccount (the “General Subaccount”); and an excess funds subaccount (the “Excess Funds Subaccount” and, together with the General Subaccount, the “Subaccounts”)). For administrative purposes, the Subaccounts may be established by the Securities Intermediary as separate accounts. Such separate accounts will be recognized individually as a Subaccount and collectively as the “Collection Account”. Prior to or concurrently with the issuance of the Securitization Bonds, the Member shall deposit into the Capital Account an amount equal to the Required Capital Level. All amounts in the Collection Account not allocated to any other subaccount shall be allocated to the General Subaccount. Prior to the initial Payment Date, all amounts in the Collection Account (other than funds deposited into the Capital Account up to the Required Capital Level) shall be allocated to the General Subaccount. All references to the Collection Account shall be held in trust for deemed to include reference to all subaccounts contained therein. Withdrawals from and deposits to the benefit Accounts and each of the Noteholders, and foregoing subaccounts of the Certificateholders. The Collection Account shall be made as set forth in Section 8.02(d) and Section 8.02(e). Each Account shall at all times be maintained in an Eligible Account and will be under the sole dominion and exclusive control of the Indenture Trustee; provided, howeverthrough the Securities Intermediary, that the Servicer may make deposits to and direct only the Indenture Trustee shall have access to each Account for the purpose of making deposits in writing to make and withdrawals from the Collection applicable Account in accordance with this Agreement, the Indenture and the Trust AgreementIndenture. Funds in each Account shall not be commingled with any other moneys. All monies moneys deposited from time to time in the Collection Account each Account, all deposits therein pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided all investments made in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, Eligible Investments as directed in writing by the ServicerIssuer with such moneys, by the bank including all income or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which other gain from such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments investments, shall be held by the Securities Intermediary in such Account as part of the Securitization Bond Collateral as herein provided. The Indenture Trustee shall have no investment discretion. Absent written instructions to maturityinvest, funds shall remain uninvested. If The Securities Intermediary shall have no liability in respect of losses incurred as a result of the Collection Account is no longer liquidation of any Eligible Investment prior to be maintained at its stated maturity or its date of redemption or the Indenture Trustee, failure of the Issuer or the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Accountprovide timely written investment direction.

Accounts. The Indenture Trustee shall establish the Issuance Fund, the Revenue Fund, the Reserve Fund, the Pre-Funding Account and the Collection Account (acollectively, the "Accounts") The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the CertificateholdersNote Insurer, as their interests may appear. The Collection Account shall be under a segregated account established with the sole dominion Collection Account Depository and control the remaining foregoing Accounts and funds shall be segregated accounts established with the Corporate Trust Office of the Indenture Trustee. Each Account shall be an Eligible Account; provided that if an Account ceases to be an Eligible Account, all funds in such Account shall be deposited into an Eligible Account within 30 days of the date an Authorized Officer of the Indenture Trustee first has knowledge of, or receives written notice of, the fact that an Account is no longer an Eligible Account. Amounts held in the Accounts (other than the Collection Account) shall be invested by the Indenture Trustee, upon the written direction of the Administrator, in Eligible Investments; provided that amounts paid under the Note Policy shall not be invested. Each investment shall mature no later than the applicable Transfer Date, except that investments in funds or accounts under which JPMorgan Chase Bank or an Affiliate thereof is the investment adviser or the investment manager may be held until the date on which funds are intended to be used. The Indenture Trustee shall not be responsible for any losses incurred on any such investments unless the Indenture Trustee or an Affiliate thereof is the obligor under such investments. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investments prior to its stated maturity or the failure of the Administrator to provide written directions. Any written investment direction from the Administrator shall certify that any such investment is authorized by this Section 5.01 and is an Eligible Investment. All amounts received as earnings on or income from any investments or reinvestments of funds in any Account shall be credited to such Account; provided, however, that the Servicer may make deposits to and direct on each Transfer Date, the Indenture Trustee in writing to make withdrawals shall transfer all amounts received as earnings on or income from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time any investments or reinvestments of funds in the Collection Account pursuant Accounts to this Agreement shall be held by the Indenture Trustee as part Revenue Fund prior to making any of the Trust Property and shall be applied as provided transfers or payments referred to in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (105.05(c) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Accounthereof.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.an

Accounts. (a) The Servicer shall establish, on or before the Closing Date, establish and maintain the Collection Account and the Certificate Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be for the Indenture Trustee) a segregated trust account designated as benefit of the Collection Account (Certificateholders and, to the “Collection Account”)extent herein provided, for the benefit of the Surety Bond Issuer. The Collection Account shall be held in a segregated, non-interest-bearing trust for account initially established with the benefit Trustee and maintained with the Trustee so long as (i) the deposits of the Noteholders, and Trustee have the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from Required Deposit Rating or (ii) the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreementis maintained as a fully segregated trust account. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall(other than Purchase Amounts) shall be invested in Permitted Investments by the Trustee, to at the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by written direction of the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature each case such investments maturing not later than the Business Day preceding the Distribution Deposit Date following the Collection Period during in which such amounts are so invested. Purchase Amounts deposited on a Deposit Date shall not be invested. Such written direction shall certify that any such investment is made. Each authorized by this Section 14.1 and complies with the requirements of Permitted Investments as set forth in Schedule C. The Certificate Account shall be a segregated, non-interest-bearing trust account initially established with the Trustee and maintained with the Trustee for so long as (x) the deposits of the Permitted Investments may Trustee have the Required Deposit Rating or (y) the Certificate Account is maintained as a fully segregated trust account. The amounts in the Certificate Account shall not be purchased by invested. Should the Indenture Trustee or through an Affiliate deposits of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If Trustee no longer have the Required Deposit Rating and the Collection Account is no longer to or the Certificate Account, as applicable, shall not be maintained at the Indenture Trusteeas a fully segregated trust account, then the Servicer shall, with the Indenture Trustee’s 's assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Certificate Account and/or the Collection Account to be moved moved, within 60 days after the occurrence of the later of the loss of the Required Deposit Rating or the cessation of such accounts being maintained as fully segregated trust accounts, to an Eligible Institution. The Servicer shall promptly notify a bank or trust company organized under the Indenture Trustee and laws of the Owner Trustee United States of any change in state thereof, the account number or location deposits of which shall have the Collection AccountRequired Deposit Rating.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause and give written notice of the Collection Account location and account number of such account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountTrustee.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, [and] the Certificateholders [and the CertificateholdersSwap Counterparty]. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, [and] the Certificateholders [and the CertificateholdersSwap Counterparty]. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.

Accounts. (a) The On or prior to the Effective Date, the Servicer shall establish, on or before the Closing Date, and maintain establish each Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Borrower and each Account shall be held in a segregated, non-interest bearing trust for account established with the benefit of the NoteholdersSecurities Intermediary, and the Certificateholders. The Collection Account who shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals forward funds from the Collection Account to the Collateral Agent upon its request for application by the Collateral Agent pursuant to Section 8.3. If at any time a Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible Account (with notice to the Servicer and the Administrative Agent and each Lender (via the Collateral Agent’s Website)), then the Servicer shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. Except as set forth below and the proviso hereof, amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower or the Servicer (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset included in the Collateral as of such date, or (ii) to make a deposit into the Collection Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account plus, solely during the Revolving Period, the undrawn portion of the Commitments available to be drawn hereunder, is equal to or greater than the Aggregate Unfunded Amount; provided that, notwithstanding the foregoing, upon an event described in Section 2.2(c) (as notified by the Administrative Agent to the Collateral Custodian), amounts on deposit in the Unfunded Exposure Account may only be withdrawn with the consent of the Administrative Agent (in its sole discretion). Following the Facility Termination Date, any draw request made by an Obligor under a Variable Funding Asset included in the Collateral as of such date, along with wiring instructions for the applicable Obligor, shall be forwarded by the Servicer to the Collateral Custodian (with a copy to the Administrative Agent and each Lender (via the Collateral Agent’s Website)) along with an instruction to the Collateral Custodian to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Custodian shall, subject to the proviso in the immediately above paragraph, fund such draw request in accordance with this Agreementsuch instructions from the Servicer. Following the end of the Revolving Period, if the Borrower shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset included in the Collateral as of such date and, as of the date of such receipt (and after taking into account such repayment), the Indenture and the Trust Agreement. All monies deposited from time to time aggregate amount on deposit in the Collection Unfunded Exposure Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later less than the Business Day preceding Aggregate Unfunded Amount (the Distribution Date following amount of such shortfall, in each case, the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee“Unfunded Exposure Shortfall”), the Servicer shall, with shall direct the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not Collateral Custodian to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee Collateral Custodian shall deposit into the Unfunded Exposure Account an amount of any change in such Principal Collections equal to the account number or location lesser of (a) the Collection Accountaggregate amount of such Principal Collections and (b) the Unfunded Exposure Shortfall.

Accounts. (a) The Servicer shall establishNo Borrower will, on or before will permit any Restricted Subsidiary party to the Closing DateSecurity Agreement to instruct any Obligor to remit any Collections to any Person, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) account or lock-box other than a segregated trust account designated as the Collection Lock-Box Bank, a Lock-Box Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trusteeor a Lock-Box; provided, however, that a Borrower that is the Servicer Obligor on another Borrower’s Receivable may make deposits payments of Collections on such Receivable to a Deposit Account of such other Borrower so long as there has been no incremental borrowing on a net basis as a result of such remittance. No Borrower will, or will permit any such Restricted Subsidiary to permit funds other than Collections of Receivables to be deposited into any Lock-Box, Lock-Box Account or (except as permitted by Section 4.5(c)) the Master Collection Account. At any time, if funds other than Collections are deposited into any such Lock-Box, Lock-Box Account or (except as permitted by Section 4.5(c)) the Master Collection Account, such Borrower shall promptly identify such funds for segregation therefrom, and direct after providing the Indenture Trustee in writing Collateral Agent with reasonable evidence of the rightful ownership of such funds, shall instruct the Collateral Agent to make withdrawals from transfer such funds to such rightful owners. No Borrower will, or will permit any such Restricted Subsidiary to, commingle Collections or other funds to which Collateral Agent is entitled hereunder with any other funds. The Borrower shall instruct each Lock-Box Bank to transfer all Collections at the end of each Business Day to the Master Collection Account. No Borrower will, or will permit, any such Restricted Subsidiary to add any Lock-Box Bank, any Lock-Box, or any Lock-Box Account in accordance with this Agreement, the Indenture to those listed on Exhibit 1.1(b) unless Administrative Agent and the Trust Agreement. All monies deposited from time to time Collateral Agent shall have consented thereto (which consent shall not be unreasonably withheld) and received an executed and acknowledged copy of a Lock-Box Letter substantially in the Collection form of Exhibit 1.1(c) (with such changes as are acceptable to Administrative Agent and Collateral Agent) to each new Lock-Box Bank with respect thereto. No Borrower will, or will permit any such Restricted Subsidiary to, terminate any Lock-Box Bank or Lock-Box or close any Lock-Box Account pursuant to this Agreement or Lock-Box unless Collateral Agent shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained have received at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed least thirty (30) calendar days prior notice of such termination or such shorter period as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountCollateral Agent may agree to.

Accounts. (a) The Within two Business Days following the Effective Date, the Servicer shall establish, on or before the Closing Date, and maintain establish each Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Borrower and each Account shall be held in a segregated, non-interest bearing trust for account established with the benefit of the NoteholdersSecurities Intermediary, and the Certificateholders. The Collection Account who shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals forward funds from the Collection Account to the Collateral Agent upon its request for application by the Collateral Agent pursuant to Section 8.3 and the applicable Monthly Report. If at any time a Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible Account (with notice to the Servicer, each Agent and the Facility Agent), then the Servicer shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. Except as set forth below, amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower or the Servicer (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset included in the Collateral as of such date, or (ii) to make a deposit into the Collection Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account plus, solely during the Revolving Period, the undrawn portion of the Commitments available to be drawn hereunder, is equal to or greater than the Aggregate Unfunded Amount. Following the Facility Termination Date, any draw request made by an Obligor under a Variable Funding Asset included in the Collateral as of such date, along with wiring instructions for the applicable Obligor, shall be forwarded by the Servicer to the Collateral Agent (with a copy to the Facility Agent and each Agent) along with an instruction to the Collateral Agent to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Agent shall fund such draw request in accordance with this Agreementsuch instructions from the Servicer. Following the end of the Revolving Period, if the Borrower shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset included in the Collateral as of such date and, as of the date of such receipt (and after taking into account such repayment), the Indenture and the Trust Agreement. All monies deposited from time to time aggregate amount on deposit in the Collection Unfunded Exposure Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later less than the Business Day preceding Aggregate Unfunded Amount (the Distribution Date following amount of such shortfall, in each case, the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee“Unfunded Exposure Shortfall”), the Servicer shall, with shall direct the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not Collateral Agent to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee Collateral Agent shall deposit into the Unfunded Exposure Account an amount of any change in such Principal Collections equal to the account number or location lesser of (a) the Collection Accountaggregate amount of such Principal Collections and (b) the Unfunded Exposure Shortfall.

Accounts. (a) The Servicer shall establish, on On or before prior to the Closing Effective Date, and maintain the Servicer or each Securitization Subsidiary, as applicable, shall establish each Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Borrower and each Account shall be held in a segregated, non-interest bearing trust for account established with the benefit of the NoteholdersSecurities Intermediary, and the Certificateholders. The Collection Account who shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals forward funds from the Collection Account to the Collateral Agent upon its request for application by the Collateral Agent pursuant to Section 8.3(a). If at any time a Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible Account (with notice to the Servicer and the Facility Agent), then the funds in such Account shall be transferred to an account at another institution where such account meets the requirements of an Eligible Account. Except as set forth below, amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset, or (ii) to make a deposit into the Collections Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account is equal to or greater than (i) prior to the end of the Revolving Period, the Revolving Liquidity Adjustment Amount and (ii) after the end of the Revolving Period, the Aggregate Unfunded Amount. Following the Facility Termination Date, any draw request made by an Obligor under a Variable Funding Asset included in the Collateral, along with wiring instructions for the applicable Obligor, shall be forwarded by the Servicer to the Collateral Agent (with a copy to the Facility Agent) along with an instruction to the Collateral Agent to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Agent shall fund such draw request in accordance with this Agreementsuch instructions from the Servicer. Following the end of the Revolving Period, if a Loan Party shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset included in the Collateral and, as of the date of such receipt (and after taking into account such repayment), the Indenture and the Trust Agreement. All monies deposited from time to time aggregate amount on deposit in the Collection Unfunded Exposure Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later less than the Business Day preceding Aggregate Unfunded Amount (the Distribution Date following amount of such shortfall, in each case, the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee“Unfunded Exposure Shortfall”), the Servicer shall, with shall direct the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not Collateral Agent to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee Collateral Agent shall deposit into the Unfunded Exposure Account an amount of any change in such Principal Collections equal to the account number or location lesser of (a) the Collection Accountaggregate amount of such Principal Collections and (b) the Unfunded Exposure Shortfall.

Accounts. (a) The On or prior to the Effective Date, the Servicer shall establish, on or before the Closing Date, and maintain establish each Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Borrower and each Account shall be held in a segregated, non-interest bearing trust for account established with the benefit of the NoteholdersSecurities Intermediary, and the Certificateholders. The Collection Account who shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals forward funds from the Collection Account to the Collateral Agent upon its request for application by the Collateral Agent pursuant to Section 8.3(a). If at any time a Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible Account (with notice to the Servicer and the Facility Agent), then the Servicer shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. Except as set forth below, amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset, or (ii) to make a deposit into the Collections Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account plus, solely during the Revolving Period, the undrawn portion of the Commitments, is equal to or greater than the Aggregate Unfunded Amount. Following the Facility Termination Date, any draw request made by an Obligor under a Variable Funding Asset included in the Collateral, along with wiring instructions for the applicable Obligor, shall be forwarded by the Servicer to the Collateral Agent (with a copy to the Facility Agent) along with an instruction to the Collateral Agent to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Agent shall fund such draw request in accordance with this Agreementsuch instructions from the Servicer. Following the end of the Revolving Period, if the Borrower shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset included in the Collateral and, as of the date of such receipt (and after taking into account such repayment), the Indenture and the Trust Agreement. All monies deposited from time to time aggregate amount on deposit in the Collection Unfunded Exposure Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later less than the Business Day preceding Aggregate Unfunded Amount (the Distribution Date following amount of such shortfall, in each case, the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee“Unfunded Exposure Shortfall”), the Servicer shall, with shall direct the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not Collateral Agent to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee Collateral Agent shall deposit into the Unfunded Exposure Account an amount of any change in such Principal Collections equal to the account number or location lesser of (a) the Collection Accountaggregate amount of such Principal Collections and (b) the Unfunded Exposure Shortfall.

Accounts. (a) The Servicer shall establish, on or before Agent will at all times maintain the Closing Date, Collection Account and maintain the Investment Account in the name of the Indenture Trustee at Agent and the Agent shall have exclusive control of, and a valid, perfected and first priority security interest in, such accounts. The Servicers have given, or will give, written directions to each Included Employer and each Origination Home Closing Agent, no later than February 15, 2005 (or, if later, the date on which such Person becomes an Eligible Institution (which Included Employer or otherwise becomes obligated to remit any amounts in respect of the Receivables), to remit all amounts due in respect of the Receivables to the Collection Account; provided that if the Seller or a Servicer shall initially be the Indenture Trustee) a segregated trust account designated as receive any Collections, it shall remit such Collections to the Collection Account (the “Collection Account”)within three Business Days of such receipt. The Collection Account shall be held in trust for the benefit No withdrawals, payments or transfers of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals funds from the Collection Account or the Investment Account shall be made except upon the written direction of the Agent in accordance with this Agreement, the Indenture and the Trust AgreementSection. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all The amounts held in the Collection Account shallmay be transferred to the Investment Account and invested and reinvested by the Agent solely in Permitted Investments credited to the Investment Account selected by the Seller in a written notice to the Agent (unless a Termination Event exists, in which case such transfer and investment shall be at the discretion of, and in Permitted Investments selected by, the Agent). Yield on such investments shall be deposited in the Investment Account and allocated in accordance with this Section. To the extent that the Collection Account and the Investment Account constitute “Securities Accounts” as defined in Section 8.501(a) of the UCC, LaSalle will act as Securities Intermediary and will treat the Agent, for whom the Securities Intermediary maintains the Collection Account and the Investment Account, as entitled to exercise the rights that comprise the property, including all Security Entitlements, Securities, Financial Assets, Investment Property and Instruments (each as defined in the UCC). In the event that the Collection Account and the Investment Account are not considered to be “Securities Accounts” under applicable law, the Collection Account and the Investment Account shall be deemed to be “deposit accounts” (as defined in the UCC) to the extent permitted by applicable law, rules a security interest can be granted and regulations, be invested, as directed perfected under the UCC in writing by the Servicer, by the bank or trust company then maintaining the Collection Account and the Investment Account as deposit accounts, which the Agent shall maintain with LaSalle acting not as a securities intermediary but as a “bank” (as defined in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is madeUCC). Each The Agent, acting on behalf of the Permitted Investments may Purchasers, shall be purchased by deemed to be the Indenture Trustee or through an Affiliate customer of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If LaSalle for purposes of the Collection Account is no longer and the Investment Account and as such shall be entitled to be maintained at all the Indenture Trusteerights that customers of banks have under applicable law with respect to deposit accounts, including the Servicer shallright to withdraw funds from, with the Indenture Trustee’s assistance as necessaryor close, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee Investment Account (which rights shall be exercised in accordance with the terms of any change this Agreement). LaSalle shall credit the Collection Account and the Investment Account with all receipts of interest, dividends, and other income received on or in respect of the property held in the account number or location each of the respective accounts. LaSalle agrees that its jurisdiction is the State of Illinois for all purposes of the UCC. LaSalle hereby (i) subordinates to the interests of the Agent and the Purchasers any security interest, lien, or right of recoupment or setoff that LaSalle may have in its individual capacity, now or in the future, against the Collection Account and the Investment Account, and (ii) agrees that it will not exercise any right in respect of such security interest or lien or any right of recoupment or setoff until the interests of the Agent and the Purchasers in the Collection Account and the Investment Account are terminated, except that LaSalle is permitted to charge the Collection Account and the Investment Account (i) for its fees and charges relating to such accounts and services related to such accounts and the Transaction Documents, and (ii) for any check or wire transfer deposited into either such account or other credit to either such account if such check, wire transfer or credit is subsequently returned unpaid, and (iii) for the ratable benefit of the Agent and the Purchasers.

Accounts. (a) The Servicer shall establish, on On or before prior to the Closing Effective Date, and maintain the Borrower shall establish each Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Borrower and each Account shall be held in a segregated, non-interest bearing trust for account established with the benefit of the NoteholdersSecurities Intermediary, and the Certificateholders. The Collection Account who shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals forward funds from the Collection Account to the Collateral Agent for application by the Collateral Agent pursuant to Section 8.3 and the applicable Monthly Report. If at any time a Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible Account (with notice to the Investment Manager and the Administrative Agent), then the Borrower shall cause the Investment Manager to transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. Except as set forth below, amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower or at the direction of the Investment Manager (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset, or (ii) to make a deposit into the Collections Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account is equal to or greater than the Aggregate Unfunded Amount. Following the Facility Termination Date, the Borrower shall cause the Investment Manager to forward any draw request made by an Obligor under a Variable Funding Asset, along with wiring instructions for the applicable Obligor, to the Collateral Custodian (with a copy to the Administrative Agent) along with an instruction to the Collateral Custodian to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Custodian shall fund such draw request in accordance with this Agreementsuch instructions from the Investment Manager. Following the end of the Revolving Period, if the Borrower shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset and, as of the date of such receipt (and after taking into account such repayment), the Indenture aggregate amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Amount (the amount of such shortfall, in each case, the “Unfunded Exposure Shortfall”), the Borrower shall cause the Investment Manager to direct the Collateral Custodian to and the Trust Agreement. All monies deposited from time to time in Collateral Custodian shall deposit into the Collection Unfunded Exposure Account pursuant to this Agreement shall be held by the Indenture Trustee as part an amount of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant such Principal Collections equal to the first sentence lesser of Section 4.2, all amounts held in (a) the Collection Account shall, to aggregate amount of such Principal Collections and (b) the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountUnfunded Exposure Shortfall.

Accounts. (a) The Investment of Funds in Series 2021-2 Accounts. If (i) no Potential Default or Event of Default with respect to Group 1 has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer shall establish, on or before the Closing Date, and maintain in the name of may instruct the Indenture Trustee at an Eligible to invest any funds in the Series 2021-2 Accounts in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Series 2021-2 Accounts to invest the funds in the Distribution Account, the Reserve Account or the Principal Funding Account, as applicable, in those Permitted Investments. If (which shall initially i) the Servicer fails to give investment instructions for any funds in the Distribution Account, the Reserve Account or the Principal Funding to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a segregated trust account designated as Payment Date or (ii) the Collection Qualified Institution receives notice from the Indenture Trustee that a Potential Default with respect to Group 1 or Event of Default with respect to Group 1 has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Series 2021-2 Account (according to the “Collection Account”)last investment instructions received, if any. The Collection Account shall be held in trust for If no prior investment instructions have been received or if the benefit of instructed investments are no longer available or permitted, the NoteholdersIndenture Trustee will notify the Servicer and request new investment instructions, and the Certificateholdersfunds will remain uninvested until new investment instructions are received. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from consent, vote, waive or take any other action, or not to take any action, on any matters available to the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part holder of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction DocumentsPermitted Investments. If the Servicer Cellco is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by not the Servicer, by funds on deposit in the bank or trust company then maintaining Distribution Account, the Collection Reserve Account in and the Principal Funding Account will remain uninvested. For so long as Cellco is the Servicer, any Permitted Investments that mature not of funds in the Series 2021-2 Accounts (or any reinvestments of the Permitted Investments) for a Collection Period must mature, if applicable, and be available no later than the second Business Day preceding before the Distribution Date following the Collection Period during which related Payment Date. Any Permitted Investments with a maturity date will be held to their maturity, except that such investment is made. Each of the Permitted Investments may be purchased by sold or disposed of before their maturity in connection with the Indenture Trustee or through an Affiliate sale of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountSeries 2021-2 Collateral under Section 5.6.

Accounts. (a) The Servicer Trust shall establish, or shall cause to be established, on or before the Closing Date, and shall maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Insurer and the Certificateholders. The Collection Account Noteholders and shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture Agreement and the Trust AgreementIndenture. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis within two (2) Business Days pursuant to the first sentence of Section 4.23.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Eligible Investments that mature not later than the Business Day preceding the Distribution Payment Date following the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturityamounts relate. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case cause the Collection Account to be moved to an Eligible Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency and the Insurer (provided that no Insurer Default shall have occurred and is continuing) may consent) cause the Collection Account to be moved to an Eligible Institution). The Servicer shall promptly notify the Indenture Trustee Trustee, the Rating Agencies, the Insurer (provided that no Insurer Default shall have occurred and is continuing) and the Owner Trustee of any change in the account number or location of the Collection Account.

Accounts. (a) The Servicer shall establish, on or before Prior to the Closing Date, and maintain in the name of Issuer shall open or cause to be opened with the Indenture Trustee Securities Intermediary located at an Eligible Institution (which shall initially be the Indenture Trustee’s office located at the Corporate Trust Office, or at another Eligible Institution, (i) one or more segregated trust accounts in the Indenture Trustee’s name for the deposit of Distribution Securitization Charge Collections (including Estimated Distribution Securitization Charge Collections) and all other amounts received with respect to the Securitization Bond Collateral related to the Distribution Securitization Charges (the “Distribution Collection Account”) and (ii) one or more segregated trust accounts in the Indenture Trustee’s name for the deposit of Power Supply Securitization Charge Collections (including Estimated Power Supply Securitization Charge Collections) and all other amounts received with respect to the Securitization Bond Collateral related to the Power Supply Securitization Charges (the “Power Supply Collection Account” and, together with the Distribution Collection Account, the “Collection Accounts”). Each Collection Account will consist of two subaccounts: a general subaccount (each, a “General Subaccount”); and an excess funds subaccount (each, an “Excess Funds Subaccount” and, together with the General Subaccounts, the “Subaccounts”). For administrative purposes, the Subaccounts may be established by the Securities Intermediary as separate accounts. Such separate accounts will be recognized individually as a Subaccount and collectively (with respect to Subaccounts of a particular Collection Account) as a “Collection Account.” In addition, prior to the Closing Date, the Issuer shall open or cause to be opened with the Securities Intermediary located at the Indenture Trustee’s office located at the Corporate Trust Office, or at another Eligible Institution, a capital account (the “Capital Account”) and a payment account (the “Payment Account”), each to be a segregated trust account designated as in the Indenture Trustee’s name. Prior to or concurrently with the issuance of the Securitization Bonds, the Member shall deposit into the Capital Account an amount equal to the Required Capital Level. All amounts in each Collection Account (not allocated to any other subaccount shall be allocated to the “Collection Account”)relevant General Subaccount. The Prior to the Initial Payment Date, all amounts in each Collection Account shall be held in trust for allocated to the benefit of the Noteholders, and the Certificateholdersrelevant General Subaccount. The All references to a Collection Account shall be deemed to include reference to all subaccounts contained therein. Withdrawals from and deposits to each of the Accounts and Subaccounts shall be made as set forth in Section 8.02(d) and Section 8.02(e). Each Account shall at all times be maintained in an Eligible Account and will be under the sole dominion and exclusive control of the Indenture Trustee; provided, howeverthrough the Securities Intermediary, that the Servicer may make deposits to and direct only the Indenture Trustee shall have access to each Account for the purpose of making deposits in writing to make and withdrawals from the Collection applicable Account in accordance with this Agreement, the Indenture and the Trust AgreementIndenture. Funds in each Account shall not be commingled with any other moneys. All monies moneys deposited from time to time in the Collection Account each Account, all deposits therein pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided all investments made in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, Eligible Investments as directed in writing by the ServicerIssuer with such moneys, by the bank including all income or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which other gain from such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments investments, shall be held by the Securities Intermediary in such Account as part of the Securitization Bond Collateral as herein provided. The Indenture Trustee shall have no investment discretion. Absent written instructions to maturityinvest, funds shall remain uninvested. If The Securities Intermediary shall have no liability in respect of losses incurred as a result of the Collection Account is no longer liquidation of any Eligible Investment prior to be maintained at its stated maturity or its date of redemption or the Indenture Trustee, failure of the Issuer or the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Accountprovide timely written investment direction.

Accounts. (a) The Servicer shall establish, on On or before prior to the Closing Effective Date, and maintain the Borrower shall establish each Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Borrower and each Account shall be held in a segregated, non-interest bearing trust for account established with the benefit of the NoteholdersSecurities Intermediary, and the Certificateholders. The Collection Account who shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals forward funds from the Collection Account to the Collateral Agent for application by the Collateral Agent pursuant to Section 8.3 and the applicable Monthly Report. If at any time a Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible Account (with notice to the Investment Manager, the Facility Agent and each Agent), then the Borrower shall cause the Investment Manager to transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. Except as set forth below, amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower or at the direction of the Investment Manager (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset, or (ii) to make a deposit into the Collections Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account in each Eligible Currency is equal to or greater than the Aggregate Unfunded Amount. Following the Facility Termination Date, the Borrower shall cause the Investment Manager to forward any draw request made by an Obligor under a Variable Funding Asset, along with wiring instructions for the applicable Obligor, to the Collateral Custodian (with a copy to the Facility Agent and each Agent) along with an instruction to the Collateral Custodian to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Custodian shall fund such draw request in accordance with this Agreementsuch instructions from the Investment Manager. Following the end of the Revolving Period, if the Borrower shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset and, as of the date of such receipt (and after taking into account such repayment), the Indenture aggregate amount on deposit in the Unfunded Exposure Account in each Eligible Currency is less than the Aggregate Unfunded Amount (the amount of such shortfall, in each case, the “Unfunded Exposure Shortfall”), the Borrower shall cause the Investment Manager to direct the Collateral Custodian to and the Trust Agreement. All monies deposited from time to time Collateral Custodian shall deposit into the Unfunded Exposure Account in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part each Eligible Currency an amount of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant such Principal Collections equal to the first sentence lesser of Section 4.2, all amounts held in (a) the Collection Account shall, to aggregate amount of such Principal Collections and (b) the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountUnfunded Exposure Shortfall.

Accounts. (a) The Master Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "[_____________________], on behalf of [_____________] as Indenture Trustee and as secured party with respect to [_____________________] TRUST 200[_]-[_]", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Securities Administrator, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Master Servicer and/or relevant Depository Institution may make deposits to to, and direct the Indenture Trustee in writing to and the Securities Administrator may (following written instruction of the Master Servicer) make withdrawals from from, the Collection Account in accordance with this Agreementthe terms of the Basic Documents. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Securities Administrator on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all All amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Master Servicer, by the bank depository institution or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following (or if the Rating Agency Condition is satisfied, not later than such Payment Date) for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If Neither the Indenture Trustee nor the Securities Administrator shall be liable for investment losses in Permitted Investments made in accordance with directions from the Master Servicer. In the event that the Collection Account is no longer to be maintained at the Indenture Trusteecorporate trust department of the Securities Administrator, the Master Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). The Master Servicer shall consent) cause not be required to invest amounts representing Available Collections for a Payment Date that are deposited into the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify on or after the Indenture Trustee and Business Day immediately preceding the Owner Trustee of any change in the account number or location of the Collection Accountrelated Payment Date.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2004-3", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause and give written notice of the Collection Account location and account number of such account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountTrustee.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the "The Chase Manhattan Bank as Indenture Trustee Trustee, as secured party from Ford Credit Auto Owner Trust 1999-B", at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of The Chase Manhattan Bank), which shall be designated as the Collection Account (the “"Collection Account”)". The Initially, the Collection Account shall be held in trust for the benefit of the Noteholders, account number C-70716 and the Certificateholdersshall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at the Indenture Trusteecorporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly (and in any case cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the "JPMorgan Chase Bank as Indenture Trustee Trustee, as secured party for Ford Credit Auto Owner Trust 2002-B", at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of JPMorgan Chase Bank), which shall be designated as the Collection Account (the “"Collection Account”)". The Initially, the Collection Account shall be held in trust for the benefit of the Noteholders, account number 161629.1 and the Certificateholdersshall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) and instructions originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at the Indenture Trusteecorporate trust department of JPMorgan Chase Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly (and in any case cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”"). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.

Accounts. (a) The Servicer shall establish, on or before Lessee agrees to deposit all revenues received by Lessee with respect to the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) Equipment into a segregated trust demand deposit account designated as the Collection Account (the “Collection Control Account”) to be established by Lessee. In addition, on the Lease Commencement Date, Lessee shall establish a separate interest bearing account (the “Minimum Monthly Reserve Account”). The Collection Minimum Monthly Reserve Account and the Control Account are together referred to as the “Accounts”. Any and all interest accruing on invested amounts held in any of the Accounts shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from deemed the Collection Account shall be made only upon the terms and conditions property of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is madeLessee. Each of the Permitted Investments Accounts may be purchased at a financial institution that is an affiliate of Lessor. The cost of establishing and maintaining the Accounts shall be borne by Lessee. Lessee shall instruct each counterparty to each Project Document to make all payments to which Lessee or any of Lessee’s affiliates is entitled under each such Project Document to the Indenture Trustee Control Account and to provide evidence of such instruction to Lessor, and Lessee agrees to enforce its right, or through to cause its affiliates to enforce their rights, to designate the Control Account as the place to which such payments should be made in the event that for any reason any such counterparty fails to make payment to such account. Lessee shall, on the Lease Commencement Date, fund the Minimum Monthly Reserve Account with an Affiliate amount equal to the “Minimum Monthly Reserve Fund” amount set forth in Exhibit A (the “Minimum Balance Requirement”), and Lessee shall thereafter maintain a minimum amount in the Minimum Monthly Reserve Account equal to the amount set forth in Exhibit A. Lessor shall have sole signatory authority over the Accounts. As collateral security for the prompt payment and performance of all obligations under this Agreement, Lessee hereby grants to Lessor a first priority security interest in, lien upon and pledge of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Control Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change Minimum Monthly Reserve Account. Lessee shall take all such action as may be reasonably requested by Lessor to maintain Lessor’s first priority security interest in the account number or location of the Collection Accounteach such account.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the "The Chase Manhattan Bank as Indenture Trustee Trustee, as secured party for Ford Credit Auto Owner Trust 2001-D", at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of The Chase Manhattan Bank), which shall be designated as the Collection Account (the “"Collection Account”)". The Initially, the Collection Account shall be held in trust for the benefit of the Noteholders, account number 160585.1 and the Certificateholdersshall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) and instructions originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at the Indenture Trusteecorporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly (and in any case cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2005-2", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each amounts relate (or in the case of the Permitted Investments may be purchased by Special Payment Date, the Indenture Trustee or through an Affiliate portion of such funds needed to make the Indenture Trustee. All final payment on the Class A-1 Notes shall mature not later than the Business Day immediately prior to the Special Payment Date) and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause and give written notice of the Collection Account location and account number of such account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountTrustee.

Accounts. (a1) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”"COLLECTION ACCOUNT"). The Collection Account shall be held in trust for the benefit of the Insurer, the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; providedPROVIDED, howeverHOWEVER, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture Agreement and the Trust AgreementIndenture. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis within two Business Days pursuant to the first sentence of Section 4.23.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Eligible Investments that mature not later than the Business Day preceding the Distribution Payment Date following the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trusteeamounts relate. All such Permitted Eligible Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's assistance as necessary, promptly (and in any case cause the Collection Account to be moved to an Eligible Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency and the Insurer (provided that no Insurer Default shall have occurred and is continuing) may consent) cause the Collection Account to be moved to an Eligible Institution). The Servicer shall promptly notify the Indenture Trustee Trustee, the Insurer (provided that no Insurer Default shall have occurred and is continuing) and the Owner Trustee of any change in the account number or location of the Collection Account.

Accounts. (a) The Servicer It shall establish, on or before be the Closing Date, and maintain in the name responsibility of the Indenture Trustee Members to ensure that accounting records giving a true and fair view of the Business and the affairs of the LLP shall be properly maintained. Such accounting records must in particular contain entries showing all money received and expended by the LLP and a record of the LLP’s assets and liabilities. Such accounting records shall be: kept at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated LLP’s registered office or at such other place as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer Members may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time determine; open to inspection by the Members; and kept for a period of three years from the date they were made. The Designated Members shall (acting where appropriate in accordance with the requirements of The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008): appoint Auditors during or before the LLP’s first period for appointing auditors; be deemed to appoint the Auditors as auditors of the LLP for each subsequent Accounting Year; have power to remove the Auditors from office; have power to fix the remuneration of the Auditors. The Members may from time to time determine to amend the LLP’s accounting reference date. A profit and loss account as at the Year End Date shall be prepared for each Accounting Year together with a balance sheet [(taking no account of goodwill)] and the same shall be audited in accordance with all relevant Financial Reporting Standards and in such format and giving such information notes and disclosure of the interests of the Members in the Collection Account pursuant LLP as may be required by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008. The accounts to this Agreement be prepared in accordance with clause 6.5 shall be: accompanied by the Auditor’s report; approved by the Members and signed on behalf of all the Members by a Designated Member in accordance with The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 which approval shall be held by given at a meeting and shall thereafter become binding on all Members save that any Member may request the Indenture Trustee as part rectification of any manifest error discovered in any such accounts within three Months of receipt of the Trust Property same; distributed to all Members as required by The Limited Liability Partnerships (Accounts and shall be applied as provided Audit) (Application of Companies Act 2006) Regulations 2008; and filed at Companies House in this Agreement. All deposits to accordance with The Limited Liability Partnerships (Accounts and withdrawals from the Collection Account shall be made only upon the terms and conditions Audit) (Application of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10Companies Act 2006) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountRegulations 2008.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2005-3", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each amounts relate (or in the case of the Permitted Investments may be purchased by Special Payment Date, the Indenture Trustee or through an Affiliate portion of such funds needed to make the Indenture Trustee. All final payment on the Class A-1 Notes shall mature not later than the Business Day immediately prior to the Special Payment Date) and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause and give written notice of the Collection Account location and account number of such account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountTrustee.

Accounts. (a) The Servicer Borrower shall establish, on or before cause to be maintained a non-interest bearing collections account (a “Collection Account”) with the Closing Date, and maintain Collateral Agent in the name of the Indenture Trustee at an Eligible Institution Borrower (but subject to the restrictions in clause (f) of this Section 6.12), and shall cause all Collections to be deposited in the Collection Account as and when received. The Borrower shall instruct each TSA Party and other payor (in each case, to the extent not already so notified) that all payments due or to become due under the TSA (except for Excepted Payments (which shall initially be payable to the Indenture TrusteePersons for whose benefit any such payment is made)) a segregated trust account designated as or otherwise in respect of amounts and other receivables of the Borrower are to be made directly to the Collection Account. The Administrative Agent shall apply amounts on deposit in the Collection Account to the repayment of the Credit Obligations in accordance with the applicable provisions of Section 2.07(c)(ii). The Borrower shall cause to be maintained a borrower equity account (a “Borrower Equity Account”) with the Borrower Account Bank in the name of the Borrower. The Collateral Agent shall establish, in the name of the Borrower, as and when required, a non-interest bearing cash collateral account (the “Cash Collateral Reserve Account”) and such other accounts as are required from time to time by the terms of the Loan Documents for purposes of receiving, distributing or otherwise administering proceeds of Collateral (together with the Collection Account and the Borrower Equity Account, the “Accounts”). The Collateral Agent shall provide monthly statements of activity to the Borrower and Administrative Agent for the Collection Account and the Cash Collateral Reserve Account. The requirements of this Section 6.12 shall be performed by the Collateral Agent granting the Borrower and the Administrative Agent on-line read only access to the Collection Account and the Cash Collateral Reserve Account. The Collateral Agent shall have no obligation to invest or reinvest funds in Cash Equivalents if funds are deposited with the Collateral Agent after 11:00 a.m. (New York City time) on such day of deposit. Instructions received after 11:00 a.m.(New York City time) will be treated as if received on the following business day. The Collateral Agent shall have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of any funds in the Collection Account or the Cash Collateral Reserve Account. Any interest or other income received on such investment and reinvestment of funds in the Collection Account and the Cash Collateral Reserve Account shall become part of the Collection Account or the Cash Collateral Reserve Account, as applicable, and any losses incurred on such investment 58 Loan Agreement and reinvestment of the Collection Account and the Cash Collateral Reserve Account shall be held debited against the Collection Account or the Cash Collateral Reserve Account, as applicable. If a selection is not made and a written direction not given to the Collateral Agent, funds in trust the Collection Account and/or the Cash Collateral Reserve Account shall remain un-invested with no liability for interest therein. It is agreed and understood that the benefit entity serving as Collateral Agent may earn fees associated with the investments outlined above in accordance with the terms of such investments. Notwithstanding the foregoing, the Collateral Agent shall have the power to sell or liquidate the foregoing investments whenever the Collateral Agent shall be required to release all or any portion of the Noteholdersfunds pursuant to Section 6.12(a) or Section 6.12(c) hereof, as applicable. In no event shall the Collateral Agent be deemed an investment manager or adviser in respect of any selection of investments hereunder. It is understood and agreed that the Collateral Agent or its affiliates are permitted to receive additional compensation that could be deemed to be in the Collateral Agent’s economic self-interest for (1) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub‑custodian with respect to certain of the investments, (2) using affiliates to effect transactions in certain investments and (3) effecting transactions in investments. The Borrower shall pay or reimburse the Collateral Agent upon request for any transfer taxes or other taxes relating to the Collection Account and the CertificateholdersCash Collateral Reserve Account funds incurred in connection herewith and shall indemnify and hold harmless the Collateral Agent from any amounts that it is obligated to pay in the way of such taxes. The Collection Account shall be under the sole dominion and control Any payments of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals income from the Collection Account in accordance with this Agreement, the Indenture and the Trust AgreementCash Collateral Reserve Account shall be subject to withholding regulations then in force with respect to United States taxes. All monies deposited from time The Borrower will provide the Collateral Agent with appropriate W-9 forms for tax identification number certifications, or W-8 forms for non-resident alien certifications. It is understood that the Collateral Agent shall only be responsible for income reporting with respect to time income earned on the funds in the Collection Account pursuant to and the Cash Collateral Reserve Account and will not be responsible for any other reporting. This paragraph shall survive notwithstanding any termination of this Agreement shall be held by or the Indenture Trustee as part resignation or removal of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountCollateral Agent.

Accounts. The Indenture Trustee shall establish the Issuance Fund, the Revenue Fund, the Reserve Fund, the Pre-Funding Account and the Collection Account (acollectively, the "Accounts") The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be for the Indenture Trustee) a segregated trust account designated benefit of the Noteholders and the Note Insurer, as the Collection Account (the “Collection Account”)their interests may appear. The Collection Account shall be held in trust for a segregated account established with the benefit of the Noteholders, Collection Account Depository and the Certificateholders. The Collection Account remaining foregoing Accounts and funds shall be under segregated accounts established with the sole dominion and control Corporate Trust Office of the Indenture Trustee. Each Account shall be an Eligible Account; provided, that if an Account ceases to be an Eligible Account, all funds in such Account shall be deposited into an Eligible Account within 30 days of the date an Authorized Officer of the Indenture Trustee first has knowledge of, or receives written notice of, the fact that an Account is no longer an Eligible Account. Amounts held in the Accounts (other than the Collection Account) shall be invested by the Indenture Trustee, upon the written direction of the Administrator, in Eligible Investments; provided, that amounts paid under the Note Guaranty Insurance Policy shall not be invested. Each investment shall mature no later than the applicable Transfer Date, except that investments in funds or accounts under which Welxx Xxrgo Bank Minnesota, National Association or an Affiliate thereof is the investment adviser or the investment manager may be held until the date on which funds are intended to be used. The Indenture Trustee shall not be responsible for any losses incurred on any such investments unless the Indenture Trustee or an Affiliate thereof is the obligor under such investments. Any written investment direction from the Administrator shall certify that any such investment is authorized by this Section 5.01 and is an Eligible Investment. All amounts received as earnings on or income from any investments or reinvestments of funds in any Account shall be credited to such Account; provided, however, that the Servicer may make deposits to and direct on each Transfer Date, the Indenture Trustee in writing to make withdrawals shall transfer all amounts received as earnings on or income from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time any investments or reinvestments of funds in the Collection Account pursuant Accounts to this Agreement shall be held by the Indenture Trustee as part Revenue Fund prior to making any of the Trust Property and shall be applied as provided transfers or payments referred to in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (105.05(c) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Accounthereof.

Accounts. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of an Event of Default, the rights of Borrower and each and every other Person (aexcluding Agent) The Servicer with respect to Accounts, upon notice to Borrower, shall establish, on or before the Closing Dateimmediately terminate, and maintain in the name of the Indenture Trustee at an Eligible Institution (which no such Person except Agent shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”)make any further withdrawal therefrom. The Collection Account shall be held in trust for the benefit of the NoteholdersThereafter, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer Agent may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in designate such signatories with respect to the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee Accounts as part of the Trust Property Agent may desire, and shall be applied as provided in this Agreement. All deposits to and may make or authorize withdrawals from the Collection Accounts to pay the Obligations in whole or in part and/or pay operating expenses and capital expenditures with respect to the Premises, including the sale and marketing thereof, and/or any other expenses, all as Agent may deem necessary or appropriate and in such order as Agent may elect. Agent may notify the financial institutions in which any Account is held that Borrower no longer has a right to instruct such financial institution with respect to matters relating to the withdrawal, operation or administration of, or investment or application of funds on deposit in such Account. Without limiting the foregoing Agent shall be made only upon have the terms right to cause the withdrawal of all funds on deposit in any Account and conditions the deposit of such funds in an account established with Agent at any time following receipt by the Transaction Documents. If the Servicer financial institution in which such Account is required to remit collections on held of a daily basis notice from Agent pursuant to the first sentence Account Agreement with respect to such Account, and Borrower hereby authorizes and directs such financial institutions to make payment directly to Agent of Section 4.2the funds in or credited to such accounts, all amounts held in or such part thereof as Agent may request. Such financial institution shall have the Collection Account shall, absolute right to rely upon such notice without inquiring as to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each accuracy of the Permitted Investments may matters referred to in such notice and the depositories shall be purchased fully protected by Borrower in relying upon such written notice from Agent. In the Indenture Trustee event that Agent delivers such a notice, Agent shall thereafter have the exclusive right to so instruct such financial institution. Nothing in this Section 8.6 shall be construed so as to limit or through impair Agent’s absolute right to have a receiver appointed following an Affiliate Event of the Indenture TrusteeDefault. All such Permitted Investments references to “Accounts” in this Section 8.6 shall be held to maturity. If exclude the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Operating Account.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the "The Chase Manhattan Bank as Indenture Trustee Trustee, as secured party for Ford Credit Auto Owner Trust 2000-F", at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of The Chase Manhattan Bank), which shall be designated as the Collection Account (the “"Collection Account”)". The Initially, the Collection Account shall be held in trust for the benefit of the Noteholders, account number C-70927 and the Certificateholdersshall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Monthly Distribution Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at the Indenture Trusteecorporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly (and in any case cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name accounts of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account Trust shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account prepared in accordance with this Agreementthe provisions of the Companies Act Xx. 0 xx 0000 xxx xxx Xxx Xxxxx Accounting Standards applicable in the Republic of Sri Lanka in respect of each financial year. The responsibility for the keeping and maintaining of the accounts pertaining to the Unit Trust and the preparation, publication and distribution of any Reports and the Indenture frequency of the preparation, publication and distribution of the same shall be in accordance with the provisions of the Unit Trust Code. The accounting period of the Managers and the Trust Agreementshall coincide wherever possible. All monies deposited If any connected persons of the Managers have become entitled to profits which devise from transactions in Units or from the management of the trust, those persons must be named and the profit which each such person has become entitled to must be disclosed in the annual report of the Trust. If the Managers, or any other person acting on its behalf of with its permission has – acquired or disposed of any securities listed on a recognized stock exchange, for the account of the trust, otherwise than on the trading floor of a recognized Stock Exchange or; disposed of units at a price lower than the issue price then current, or; acquired units at a price higher than the cancellation price then current; It must be disclosed that this has been done and to what extent. The Managers are at liberty to append explanations. AUDIT OF ACCOUNTS Such accounts shall be audited by the Auditors and shall be accompanied by a Certificate of the Auditors in accordance with the Companies Act No. 7 of 2007 and to the effect that the accounts and statements attached thereto have been examined in accordance with the relevant Auditing Standards applicable in Sri Lanka and that the Auditors have obtained all the explanations and information they have required. The Auditors shall further report whether the accounts are in their opinion properly drawn up in accordance with such books and records and all disclosures required to be made by the Trustees in accordance with the requirements of the Commission have been made. The Auditors shall be appointed by the Trustees in accordance with the provisions of the Unit Trust Code with the approval of the Commission subject to the provisions of Clause 28.4 and Clause 43. The Auditors shall hold office until such time as they may voluntarily retire by notice in writing of the Trustees. The Trustees with the consent of the Managers and the approval of the Commission may from time to time time, remove the Auditors and appoint other Auditors in their place. The fees and expenses of the Collection Account pursuant to this Agreement Auditors in connection with the audit of the accounts shall be held paid by the Indenture Trustee Trustees out of the Deposited Property. Save as part aforesaid and except as provided by Clause 31.4 (ii), the other fees and expenses of the auditors shall be paid by the Managers. For appointment as Auditors of the Trust Property Auditors shall have the qualifications specified by the rules of the Commission and if they cease to possess such qualifications they shall be applied as provided in this Agreement. All deposits to and withdrawals retire from the Collection Account shall be made only upon office of auditors when the terms and conditions of the Transaction Documents. If the Servicer is required Commission requires them to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Accountdo so.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the "The Chase Manhattan Bank as Indenture Trustee Trustee, as secured party from Ford Credit Auto Owner Trust 1997-B", at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of The Chase Manhattan Bank), which shall be designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (All interest and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.other income

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "The Chase Manhattan Bank as Indenture Trustee, as secured party from USAA Auto Owner Trust 2000-1", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. (a) The Servicer shall establish, on On or before the Closing Date, and maintain in the name date of the Indenture Trustee first Loan, the Borrower shall establish at an Eligible Institution the Custodian (which shall initially be the Indenture Trusteei) a segregated trust securities account designated as the Collection Account (the “Borrower Collateral Account”) to which all Portfolio Assets held by the Borrower will be credited, (ii) a securities account (the “Borrower Collection Account”) into which all proceeds received in connection with Portfolio Assets held by the Borrower (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof) will be deposited, (iii) a securities account, which shall be a subaccount of the Collection Account, into which all interest proceeds from the Portfolio Assets held by the Borrower and other related Interest Collections will be deposited (the “Borrower Interest Collection Account”). The Collection Account , (iv) a securities account, which shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location subaccount of the Collection Account, into which all principal proceeds received in connection with the Portfolio Assets held by the Borrower (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof up to the outstanding principal amount thereof) and other related Principal Collections will be deposited (the “Borrower Principal Collection Account”), (v) a securities account (the “Borrower Trust Account”) into which all cash received by the Borrower from the issuance of Preference Shares, all Loan proceeds and any amounts transferred from the Borrower Principal Collection Account (with the consent of the Lender) will be deposited, (vi) a securities account (the “Borrower Prepayment Reserve Account”) into which funds received by the Borrower in connection with any sale or disposition of a Portfolio Asset by the Borrower shall be deposited to the extent the Borrower elects to deposit such funds in accordance with Section 2(h)(ii)(A), (vii) a securities account (the “Borrower Delayed Drawdown Reserve Account”) into which funds related to Delayed Drawdown Collateral Obligations held by the Borrower will be deposited pursuant to Section 2(m) and (viii) a securities account (the “OC Ratio Posting Account”) into which funds related to OC Ratio Posting Payments shall be deposited pursuant to Section 6. The Borrower Accounts shall be maintained in accordance with the Account Control Agreement.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the "The Chase Manhattan Bank as Indenture Trustee Trustee, as secured party from Ford Credit Auto Owner Trust 2000-E", at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of The Chase Manhattan Bank), which shall be designated as the Collection Account (the “"Collection Account”)". The Initially, the Collection Account shall be held in trust for the benefit of the Noteholders, account number C-70897 and the Certificateholdersshall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at the Indenture Trusteecorporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly (and in any case cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. (a) The Servicer All income, profits, recoveries, contributions and any and all moneys, securities and properties of any kind at any time received or held by the Trustee shall establishbe held as a commingled Trust Fund, on except to the extent such assets are transferred to a Segregated Fund or before Controlled Fund. For accounting purposes, the Closing Date, Plan Administrator shall establish and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”)certain Accounts for each Participant. The Collection Plan Administrator may establish a written policy with respect to allocating earnings to the accounts of Participants that recognizes the time value of money so long as this written policy is administered in uniform nondiscriminatory manner. An Employer Account shall be held established and maintained for each Participant to which shall be added the Participant's share of Employer or Non-Elective Contributions and Forfeitures. A Matching Account shall be established and maintained for each Participant to which shall be added the Participant's share of Matching Contributions and Forfeitures. A Qualified Non-Elective Contribution Account shall be established and maintained for each Participant to which shall be added the Participant's share of Qualified Non-Elective Contributions. A Qualified Matching Contribution Account shall be established and maintained for each Participant to which shall be added the Participant's share of Qualified Matching Contributions. If a Participant has previously made voluntary nondeductible Employee contributions, the Plan Administrator shall establish and maintain a Voluntary Account for the Participant. If, in trust accordance with any of the provisions of the Plan, assets are either deposited initially or transferred to a Segregated Fund for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementa Participant, the Indenture Plan Administrator shall establish and maintain a Segregated Account for the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction DocumentsParticipant. If the Servicer is required a Participant elects to remit collections on exercise investment control over all or a daily basis pursuant to the first sentence portion of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trusteehis Accounts, the Servicer shall, with Plan Administrator shall establish and maintain a Controlled Account for the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountParticipant.

Accounts. On or before the initial Drawdown Date, the Borrower Group Companies shall take such action as shall be necessary to establish with the Security Trustee the following Accounts: (ai) The Servicer shall establisha collections account (the “Collections Account”); (ii) to the extent required under Leases to which any Borrower Group Company is a party, one or more lessee funded accounts (each, a “Lessee Funded Account”); (iii) a maintenance reserve account (the “Maintenance Reserve Account”); (iv) a security reserve account (the “Security Reserve Account”); (v) a funding account (the “Funding Account”); and (vi) an aircraft expenses account (the “Aircraft Expenses Account”) or such other accounts as are required by law. In addition, on or before the Closing initial Drawdown Date, and each relevant Borrower Group Company shall take any action necessary to enable the Security Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect to the Accounts, provided that each Borrower Group Company shall have the right to direct the Security Trustee to withdraw amounts from the Accounts as provided in this Section 6.01. To the extent required under any Eligible Lease, the relevant Borrower Group Company may establish one or more local rental receipts accounts, subject to compliance with clause (c) below (each a “Borrower Rental Account”). Each relevant Borrower Group Company shall take all actions necessary or reasonably requested by the Security Trustee to enable the Security Trustee at all times to maintain “control” (within the meaning of the applicable Uniform Commercial Code) of the Accounts. Each of the foregoing Accounts (other than the Borrower Rental Accounts) shall be a segregated non-interest bearing trust account established in the name of the Indenture Trustee at an Eligible Institution Security Trustee. WFB will maintain each of the foregoing Accounts (which shall initially be other than the Indenture TrusteeBorrower Rental Accounts) under the jurisdiction of the State of New York as a segregated trust account designated “securities account” as such term is defined in Section 8-501(a) of the Collection Account (New York UCC and will, for purposes of the UCC, maintain the “Collection Account”). The Collection Account shall be held security intermediary’s jurisdiction” as such term is defined in trust for the benefit Section 8-110(e) of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee UCC as in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time effect in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part State of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountNew York.

Accounts. (a) The Servicer shall establish, on or before establish the Closing Date, Collection -------- Account and maintain the Certificate Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Certificateholders. Each of the Collection Account and the Certificateholders. The Collection Certificate Account shall be under a segregated trust account initially established with the sole dominion Trustee and control maintained with the Trustee so long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account or the Certificate Account, as the case may be, is maintained in a segregated trust account in the trust department of the Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all -------- ------- amounts held in the Collection Account and Certificate Account shall, to the extent permitted by applicable lawlaws, rules and regulations, be invested, regulations and as directed in writing by the Servicer, be invested by the bank or trust company then maintaining the Collection Account Trustee in Permitted Eligible Investments that and such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date following Date, in such manner that such amounts invested shall be available to make the Collection Period during which required distributions on the Distribution Date. Servicer hereby certifies that any such investment directed by it pursuant to this Section is madeauthorized by this Section. Each Should the short-term unsecured debt obligations of the Permitted Investments may be purchased by Trustee no longer have the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If Required Deposit Rating then, unless the Collection Account is no longer to be and the Certificate Account are maintained at in segregated trust accounts in the Indenture trust department of the Trustee, the Servicer shall, with the Indenture Trustee’s 's assistance as necessary, promptly (necessary and in any case within ten (10) calendar days or such Business Days of receipt of notice from the Trustee that the Trustee no longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) has the Required Deposit Rating, cause the Collection Account and the Certificate Account (i) to be moved to an Eligible Institutionsegregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating or (ii) to be moved to the trust department of the Trustee. The Servicer shall promptly notify Earnings on investments of funds in the Indenture Trustee Collection Account and the Owner Trustee of any change in Certificate Account shall be paid to the account number or location of the Collection AccountServicer.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2005-1", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause and give written notice of the Collection Account location and account number of such account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountTrustee.

Accounts. (a) The Servicer shall establishExcept as otherwise provided in any Supplement or Servicing Agreement, on or before the Closing Date, Trustee will establish and maintain with respect to the UTI and each SUBI a Collection Account, a Payahead Account and a Residual Value Surplus Account. The Trustee shall establish and maintain with respect to the UTI or any SUBI such other accounts as may be specified in an applicable Supplement or any Servicing Agreement. Except as otherwise provided in an applicable Supplement or Servicing Agreement, each of such accounts (collectively, together with any SUBI Lease Accounts created pursuant to Section 4.04, the "Trust Accounts") shall be a segregated trust account and shall be established and maintained with the Trustee or the Trust Agent in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated so long as the Collection Account (Trustee or the “Collection Account”)Trust Agent, as applicable, has the Required Deposit Rating. The Collection Account shall be held Except as otherwise provided in trust for the benefit Trust Documents and the related Securitization Documents, none of the NoteholdersGrantors, and the Certificateholders. The Collection Servicer, the Beneficiaries, any Special Purpose Affiliates or any Holders shall have any right to withdraw funds from any Trust Account shall be under without the sole dominion and control express written consent of the Indenture Trustee; provided, however, that the Servicer Trustee, with the express written consent of the Related Beneficiary or a Special Purpose Affiliate, as applicable, shall so consent as to each Trust Account to the extent required by an applicable Supplement. The Trustee may authorize the Related Beneficiary or Special Purpose Affiliate, as applicable, or the Servicer, to make deposits to into and direct the Indenture Trustee in writing to make withdrawals disbursements from the Collection any Trust Account in accordance with this the Trust Documents and any applicable Securitization Documents. Except as otherwise provided in a Supplement or any applicable Securitization Documents, all amounts that are held in the Trust Accounts shall be invested by the Trustee at the direction of the Servicer in Eligible Investments until distributed or otherwise applied in accordance with the Trust Documents and any applicable Securitization Documents. Except as otherwise provided in an applicable Supplement or Servicing Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals all earnings from the Collection investment of monies in a Trust Account shall be made only deposited upon the terms receipt into such Trust Account and conditions of the Transaction Documentsany loss on such investment, together with all investment expenses, shall be charged to such Trust Account. If the Servicer is required to remit collections on a daily basis pursuant to Trustee or the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be investedTrust Agent, as directed in writing by applicable, at any time does not have the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture TrusteeRequired Deposit Rating, the Servicer shall, with the Indenture Trustee’s assistance of the Trustee or the Trust Agent, as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection related Trust Account to be moved to an Eligible Institution. The Servicer shall promptly notify a depository institution or trust company that is organized under the Indenture Trustee and the Owner Trustee of any change in the account number or location laws of the Collection AccountUnited States or any xxxx and has the Required Deposit Rating.

Accounts. (a) The Servicer shall establish, on On or before prior to the Closing Effective Date, and maintain the Borrower shall establish each Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Borrower and each Account shall be held in a segregated, non-interest bearing trust for account established with the benefit of the NoteholdersSecurities Intermediary, and the Certificateholders. The Collection Account who shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals forward funds from the Collection Account to the Collateral Agent for application by the Collateral Agent pursuant to Section 8.3 and the applicable Monthly Report. If at any time a Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible USActive 31506654.2531506654.28 Account (with notice to the Investment Manager, the Facility Agent and each Agent), then the Borrower shall cause the Investment Manager to transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. Except as set forth below, amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower or at the direction of the Investment Manager (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset, or (ii) to make a deposit into the Collections Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account in each Eligible Currency is equal to or greater than the Aggregate Unfunded Amount. Following the Facility Termination Date, the Borrower shall cause the Investment Manager to forward any draw request made by an Obligor under a Variable Funding Asset, along with wiring instructions for the applicable Obligor, to the Collateral Custodian (with a copy to the Facility Agent and each Agent) along with an instruction to the Collateral Custodian to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Custodian shall fund such draw request in accordance with this Agreementsuch instructions from the Investment Manager. Following the end of the Revolving Period, if the Borrower shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset and, as of the date of such receipt (and after taking into account such repayment), the Indenture aggregate amount on deposit in the Unfunded Exposure Account in each Eligible Currency is less than the Aggregate Unfunded Amount (the amount of such shortfall, in each case, the “Unfunded Exposure Shortfall”), the Borrower shall cause the Investment Manager to direct the Collateral Custodian to and the Trust Agreement. All monies deposited from time to time Collateral Custodian shall deposit into the Unfunded Exposure Account in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part each Eligible Currency an amount of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant such Principal Collections equal to the first sentence lesser of Section 4.2, all amounts held in (a) the Collection Account shall, to aggregate amount of such Principal Collections and (b) the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountUnfunded Exposure Shortfall.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”"). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trusteeamounts relate. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”"). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "[ ], as Indenture Trustee, as secured party from Whole Auto Loan Trust [ ]", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer[ ], by the bank [ ] or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If [All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written [ ] of the Servicer and shall be paid to [ ].] The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from [ ]. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. (a) The Servicer shall establish, on On or before the Closing Date, and maintain in the name date of the Indenture Trustee first Loan, the Borrower shall establish at an Eligible Institution the Custodian (which shall initially be the Indenture Trusteei) a segregated trust securities account designated as (the Collection Account “Collateral Account”) to which all Portfolio Assets will be credited, (ii) a securities account (the “Collection Account”). The Collection Account ) into which all proceeds received in connection with the Portfolio Assets (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof) will be deposited, (iii) a securities account, which shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location subaccount of the Collection Account, into which all interest proceeds from the Portfolio Assets and other Interest Collections will be deposited (the “Interest Collection Account”), (iv) a securities account, which shall be a subaccount of the Collection Account, into which all principal proceeds received in connection with the Portfolio Assets (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof up to the outstanding principal amount thereof) and other Principal Collections will be deposited (the “Principal Collection Account”), (v) a securities account (the “Trust Account”) into which all cash received by the Borrower from the issuance of Preference Shares, all Loan proceeds and any amounts transferred from the Principal Collection Account (with the consent of the Lender) or will be deposited, (vi) a securities account (the “Prepayment Reserve Account”) into which funds received by the Borrower in connection with any sale or disposition of a Portfolio Asset shall be deposited to the extent the Borrower elects to deposit such funds in accordance with Section 2(h)(ii)(A), (vii) a securities account (the “Delayed Drawdown Reserve Account”) into which funds related to Delayed Drawdown Collateral Obligations will be deposited pursuant to Section 2(m) and (viii) a securities account (the “OC Ratio Posting Account”) into which funds related to OC Ratio Posting Payments shall be deposited pursuant to Section 6. The Accounts shall be maintained in accordance with the Account Control Agreement.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the "The Chase Manhattan Bank as Indenture Trustee Trustee, as secured party from Ford Credit Auto Owner Trust 1999-C", at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of The Chase Manhattan Bank), which shall be designated as the Collection Account (the “"Collection Account”)". The Initially, the Collection Account shall be held in trust for the benefit of the Noteholders, account number C-70745 and the Certificateholdersshall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at the Indenture Trusteecorporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly (and in any case cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2006-3", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause and give written notice of the Collection Account location and account number of such account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountTrustee.

Accounts. Notwithstanding anything to the contrary contained herein, but subject to the last sentence of this Section 6.5, after the occurrence and during the continuance of an Event of Default, the rights of Borrower, Operating Lessee and each and every other Person (aexcluding Agent) The Servicer with respect to Accounts, upon notice to Borrower and Operating Lessee, shall establish, on or before the Closing Dateimmediately terminate, and maintain in the name of the Indenture Trustee at an Eligible Institution (which no such Person except Agent shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”)make any further withdrawal therefrom. The Collection Account shall be held in trust for the benefit of the NoteholdersThereafter, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer Agent may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in designate such signatories with respect to the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee Accounts as part of the Trust Property Agent may desire, and shall be applied as provided in this Agreement. All deposits to and may make or authorize withdrawals from the Collection Accounts to pay the Obligations in whole or in part and/or pay operating expenses and capital expenditures with respect to the Premises, including the leasing, sale and marketing thereof, and/or any other expenses, all as Agent may deem necessary or appropriate and in such order as Agent may elect. After the occurrence and during the continuance of an Event of Default, Agent may notify the financial institutions in which any Account is held that Borrower, Operating Lessee and any other Person no longer has a right to instruct such financial 62528184 87 institution with respect to matters relating to the withdrawal, operation or administration of, or investment or application of funds on deposit in such Account. Without limiting the foregoing, Agent shall be made only upon have the terms right to cause the withdrawal of all funds on deposit in any Account and conditions the deposit of such funds in an account established with Agent at any time following receipt by the Transaction Documents. If the Servicer financial institution in which such Account is required to remit collections on held of a daily basis notice from Agent pursuant to the first sentence account control agreement, if any, with respect to such Account, and Borrower and Operating Lessee hereby authorize and direct such financial institutions to make payment directly to Agent of Section 4.2the funds in or credited to such accounts, all amounts held in or such part thereof as Agent may request. Such financial institution shall have the Collection Account shall, absolute right to rely upon such notice without inquiring as to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each accuracy of the Permitted Investments may matters referred to in such notice and the depositories shall be purchased fully protected by Borrower and Operating Lessee in relying upon such written notice from Agent. In the Indenture Trustee event that Agent delivers such a notice, Agent shall thereafter have the exclusive right to so instruct such financial institution. Nothing in this Section 6.5 shall be construed so as to limit or through impair Agent’s absolute right to have a receiver appointed following an Affiliate Event of Default. Notwithstanding anything contained in this Loan Agreement to the contrary, and irrespective of the Indenture Trustee. All such Permitted Investments existence of an Event of Default, so long as the Property Management Agreement is in full force and effect, Agent shall take none of the foregoing actions with respect to the Operating Accounts, and Property Manager shall be held permitted to maturity. If apply Gross Revenues toward operating expenses, cost reimbursements, working capital and other amounts due Property Manager under the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, Property Management Agreement in accordance with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause terms of the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee Property Management Agreement and the Owner Trustee of any change in the account number or location of the Collection AccountProperty Manager Subordination Agreement.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "[ ] as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. (a) The Servicer shall establish, on On or before prior to the Closing Effective Date, and maintain the Borrower shall establish each Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Borrower and each Account shall be held in a segregated, non-interest bearing trust for account established with the benefit of the NoteholdersSecurities Intermediary, and the Certificateholders. The Collection Account who shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals forward funds from the Collection Account to the Collateral Agent for application by the Collateral Agent pursuant to Section 8.3 and the applicable Monthly Report. If at any time a Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible Account (with notice to the Servicer, the Facility Agent and each Agent), then the Borrower shall cause the Servicer to transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. Except as set forth below, amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower or at the direction of the Servicer (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset, or (ii) to make a deposit into the Collections Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account is equal to or greater than the Aggregate Unfunded Amount. Following the Facility Termination Date, the Borrower shall cause the Servicer to forward any draw request made by an Obligor under a Variable Funding Asset, along with wiring instructions for the applicable Obligor, to the Collateral Agent (with a copy to the Facility Agent and each Agent) along with an instruction to the Collateral Agent to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Agent shall fund such draw request in accordance with this Agreementsuch instructions from the Servicer. Following the end of the Revolving Period, if the Borrower shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset and, as of the date of such receipt (and after taking into account such repayment), the Indenture aggregate amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Amount (the amount of such shortfall, in each case, the “Unfunded Exposure Shortfall”), the Borrower shall cause the Servicer to direct the Collateral Agent to and the Trust Agreement. All monies deposited from time to time in Collateral Agent shall deposit into the Collection Unfunded Exposure Account pursuant to this Agreement shall be held by the Indenture Trustee as part an amount of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant such Principal Collections equal to the first sentence lesser of Section 4.2, all amounts held in (a) the Collection Account shall, to aggregate amount of such Principal Collections and (b) the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountUnfunded Exposure Shortfall.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the "The Chase Manhattan Bank as Indenture Trustee Trustee, as secured party for Ford Credit Auto Owner Trust 2001-C", at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of The Chase Manhattan Bank), which shall be designated as the Collection Account (the “"Collection Account”)". The Initially, the Collection Account shall be held in trust for the benefit of the Noteholders, account number 160292.1 and the Certificateholdersshall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at the Indenture Trusteecorporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly (and in any case cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name “The Bank of New York, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2008-1”, initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. No checks shall be issued, printed or honored with respect to the Collection Account. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than so that funds will be available by 11:00 a.m., New York City time, on the Business Day preceding the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. For the avoidance of doubt, with respect to each Payment Date, any interest and other income earned on funds in deposit in the Collection Account from the Business Day prior to such Payment Date through such Payment Date shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s or Issuer’s assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause and give written notice of the Collection Account location and account number of such account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountTrustee.

Accounts. (a) The Servicer shall establish, on On or before prior to the Closing Effective Date, and maintain the Servicer or each Securitization Subsidiary, as applicable, shall establish each Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Borrower and each Account shall be held in a segregated, non-interest bearing trust for account established with the benefit of the NoteholdersSecurities Intermediary, and the Certificateholders. The Collection Account who shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals forward funds from the Collection Account to the Collateral Agent upon its request for application by the Collateral Agent pursuant to Section 8.3(a); provided that, notwithstanding the foregoing, Accounts denominated in an Eligible Currency other than Dollars may be established after the Effective Date but prior to the date any Advance is made in such Eligible Currency. If at any time a Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible Account (with notice to the Servicer and the Facility Agent), then the funds in such Account shall be transferred to an account at another institution where such account meets the requirements of an Eligible Account. Except as set forth below, amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset, or (ii) to make a deposit into the Collections Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account is equal to or greater than (x) prior to the end of the Revolving Period, the Revolving Liquidity Adjustment Amount and (y) after the end of the Revolving Period, the Aggregate Unfunded Amount. Following the Facility Termination Date, any draw request made by an Obligor under a Variable Funding Asset included in the Collateral, along with wiring instructions for the applicable Obligor, shall be forwarded by the Servicer to the Collateral Agent (with a copy to the Facility Agent) along with an instruction to the Collateral Agent to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Agent shall fund such draw request in accordance with this Agreementsuch instructions from the Servicer. Following the end of the Revolving Period, if a Loan Party shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset included in the Collateral and, as of the date of such receipt (and after taking into account such repayment), the Indenture and the Trust Agreement. All monies deposited from time to time aggregate amount on deposit in the Collection Unfunded Exposure Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later less than the Business Day preceding Aggregate Unfunded Amount (the Distribution Date following amount of such shortfall, in each case, the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee“Unfunded Exposure Shortfall”), the Servicer shall, with shall direct the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not Collateral Agent to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee Collateral Agent shall deposit into the Unfunded Exposure Account an amount of any change in such Principal Collections equal to the account number or location lesser of (x) the Collection Accountaggregate amount of such Principal Collections and (y) the Unfunded Exposure Shortfall.

Accounts. (a) Exhibit E hereto sets forth the Lock-Box and the Lock-Box Account. The Servicer Lock-Box shall establish, on or before the Closing Date, and maintain be a post office box in the name of the Indenture Trustee. Neither the Seller nor the Servicer shall have access to or any control over such Lock-Box. The Servicer may, at the Servicer's expense, cause the Trustee at an Eligible Institution to terminate and substitute the Lock-Box Bank for another bank, but only (a) upon written notice from the Servicer to the Trustee and the Seller, and (b) so long as no Event of Default shall have occurred and be continuing. The Servicer shall give ten (10) days prior written notice (if practicable) to the Trustee of the name and address of the proposed new Lock-Box Bank, which notice shall initially be identify the Indenture Trustee) a segregated trust account designated as related Lock-Box Account. The Trustee shall establish the Lock-Box Account, the Collection Account, the Certificate Account (and the “Collection Account”). The Collection Pre-Funding Account shall be held in trust the name of the Trustee for the benefit of the NoteholdersCertificateholders, and the Certificateholderssuch accounts to be Eligible Accounts. The Collection Account, the Pre-Funding Account and the Certificate Account shall be under segregated trust accounts initially established with the sole dominion Trustee and control of maintained with the Indenture TrusteeTrustee so long as the Trustee has the Required Deposit Rating; provided, however, that if the deposits of the Trustee no longer have the Required Deposit Rating, the Servicer may make shall within 30 days, with the Trustee's assistance as necessary, cause such accounts to be moved to a bank or trust company with the Required Deposit Rating (each such bank or trust company, a "Successor Bank"). Should the deposits to and direct of any Successor Bank no longer have the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this AgreementRequired Deposit Rating, the Indenture and Servicer within 30 days shall, with the Trust AgreementSuccessor Bank's assistance as necessary, cause such accounts to be moved to a bank or trust company, the deposits of which shall have the Required Deposit Rating. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to and the extent permitted by applicable law, rules and regulations, Pre-Funding Account shall be invested, as directed in writing invested by the Servicer, by Trustee at the bank or trust company then maintaining written direction of the Collection Account Servicer in Permitted Eligible Investments that in the name of the Trustee as trustee of the Trust and shall mature not no later than the Business Day immediately preceding the Distribution Date following next succeeding the date of such investment. Such written direction shall certify that any such investment is authorized by this Section. No investment may be sold prior to its maturity. Amounts in the Lock-Box Account and the Certificate Account shall not be invested. The Certificate Account shall be a non-interest-bearing account. Earnings on investments of funds in the Collection Account shall be paid to the Servicer as additional servicing compensation pursuant to Section 4.8 hereof. Earnings on investments of funds in the Pre-Funding Account during any Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments Funding Period shall be held credited to maturity. If the Pre-Funding Account and transferred to the Collection Account is no longer pursuant to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10Section 5.6A(c) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Accounthereof.

Accounts. (a) The Servicer Borrower shall establish, on cause to be established one or before more accounts with the Closing Date, and maintain Depositary pursuant to the Depository Agreement in the name of the Indenture Trustee at an Eligible Institution (which Borrower. The Borrower shall initially be cause the Indenture Trustee) a segregated trust account designated as Depositary to create the Collection Account, the Custody Account, the Depository Account, the Liquidity Reserve Account, the Maintenance Reserve Account, the Discretionary Account (and the “Collection Modifications and Improvements Account”), in each case in accordance with the terms of the Depository Agreement. The Collection Account Borrower shall be held notify (and the Borrower hereby authorizes the Collateral Agent so to notify), in trust each case following the occurrence and during the continuation of a Manager Default or an Event of Default, each Lessee and other account debtors of the Borrower in writing that each Lease and other accounts receivable of the Borrowers has been assigned to the Collateral Agent under the Loan Documents for the benefit of the Noteholders, and the CertificateholdersProtected Parties. The Collection Account Borrower also shall notify and instruct each Lessee that all payments due or to become due under each Portfolio Lease (except for Excepted Payments (which shall be under payable to the sole dominion Persons for whose benefit any such payment is made)) or otherwise in respect of amounts and control other receivables of the Indenture Trustee; providedBorrower are to be made directly to the Customer Payments Account (or, howeverafter the occurrence of the Customer Collections Account Administration Agreement Severance, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust AgreementAccount). All monies deposited (b) Any amounts from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account, the Maintenance Reserve Account, the Modifications and Improvements Account, the Discretionary Account shall, and the Liquidity Reserve Account may be invested in Cash Equivalents (subject to the extent permitted by applicable lawprovisions of the Depository Agreement), rules and regulations, be invested, at the Borrower’s risk as directed in writing by the ServicerBorrower, until the application thereof in accordance with Section 2.07(c) hereof. Upon the occurrence and during the continuance of an Event of Default, the Agent may direct by notice the bank or trust company then maintaining Depositary to pay to the Collection Account Agent the amount specified in Permitted Investments that mature not later than such notice from the Business Day preceding Account(s) specified in such notice, and the Distribution Date following Agent shall apply such amounts received from the Collection Period during which such investment is made. Each Depositary to the repayment of the Permitted Investments may be purchased by Obligations in accordance with the Indenture Trustee or through an Affiliate applicable provisions of Section 2.07(c). (c) Subject to the provisions of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture TrusteeDepository Agreement, the Servicer shallAgent may from time to time in its sole discretion (and, with to the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or extent such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause application would have the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee effect of any change in the account number or location of the Collection Account.curing

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the "The Chase Manhattan Bank as Indenture Trustee Trustee, as secured party for Ford Credit Auto Owner Trust 2001-E", at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of The Chase Manhattan Bank), which shall be designated as the Collection Account (the “"Collection Account”)". The Initially, the Collection Account shall be held in trust for the benefit of the Noteholders, account number 160838.1 and the Certificateholdersshall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) and instructions originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at the Indenture Trusteecorporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly (and in any case cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. (a) The Servicer shall establish, on or before establish the Closing Date, Collection Account and maintain the Certificate Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Certificateholders. Each of the Collection Account and the Certificateholders. The Collection Certificate Account shall be under a segregated trust account initially established with the sole dominion Trustee and control maintained with the Trustee so long as (a) the deposits of the Indenture Trustee; provided, however, that Trustee have the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from Required Deposit Rating or (b) the Collection Account or the Certificate Account, as the case may be, is maintained in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time a segregated trust account in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part trust department of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2Trustee; PROVIDED, HOWEVER, that all amounts held in the Collection Account and the Certificate Account shall, to the extent permitted by applicable lawlaws, rules and regulations, be invested, regulations and as directed in writing by the Servicer, be invested by the bank or trust company then maintaining the Collection Account Trustee in Permitted Eligible Investments that and such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date following Date, in such manner that such amounts invested shall be available to make the Collection Period during which such investment is maderequired distributions on the Distribution Date. Each Should the short-term unsecured debt obligations of the Permitted Investments may be purchased by Trustee no longer have the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If Required Deposit Rating then, unless the Collection Account is no longer to be and the Certificate Account are maintained at in segregated trust accounts in the Indenture trust department of the Trustee, the Servicer shall, with the Indenture Trustee’s 's assistance as necessary, promptly (necessary and in any case within ten (10) calendar days or such Business Days of receipt of notice from the Trustee that the Trustee no longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) has the Required Deposit Rating, cause the Collection Account and the Certificate Account (a) to be moved to an Eligible Institutionsegregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (b) to be moved to the trust department of the Trustee. The Servicer shall promptly notify Earnings on investments of funds in the Indenture Trustee Collection Account and the Owner Trustee of Certificate Account shall be paid to the Servicer, and any change losses and investment expenses shall be charged against the funds on deposit in the account number Collection Account or location of the Collection Certificate Account, as the case may be.

Accounts. (a) Exhibit F hereto sets forth the Lock-Box and the Lock-Box Account. The Servicer Lock-Box shall establish, on or before the Closing Date, and maintain be a post office box in the name of the Indenture Trustee. Neither the Seller or the Servicer shall have access to or any control over such Lock-Box. The Servicer may, at the Servicer's expense, cause the Trustee at an Eligible Institution to terminate and substitute the Lock-Box Bank for another bank, but only (a) upon written notice from the Servicer to the Trustee and the Seller, and (b) so long as no Event of Default shall have occurred and be continuing. The Servicer shall give ten (10) days prior written notice (if practicable) to the Trustee of the name and address of the proposed new Lock-Box Bank, which notice shall initially be identify the Indenture Trustee) a segregated trust account designated as related Lock-Box Account. The Servicer shall establish the Lock-Box Account, the Collection Account (and the “Collection Account”). The Collection Certificate Account shall be held in trust the name of the Trustee for the benefit of the NoteholdersCertificateholders, and the Certificateholderssuch accounts to be Eligible Accounts. The Collection Account and the Certificate Account shall be under segregated trust accounts initially established with the sole dominion Trustee and control of maintained with the Indenture TrusteeTrustee so long as the Trustee has the Required Deposit Rating; provided, however, that if the deposits of the Trustee no longer have the Required Deposit Rating, the Servicer may make shall within 30 days, with the Trustee's assistance as necessary, cause such accounts to be moved to a bank or trust company with the Required Deposit Rating (each such bank or trust company, a "Successor Bank"). Should the deposits to and direct of any Successor Bank no longer have the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this AgreementRequired Deposit Rating, the Indenture and Servicer within 30 days shall, with the Trust AgreementSuccessor Bank's assistance as necessary, cause such accounts to be moved to a bank or trust company, the deposits of which shall have the Required Deposit Rating. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, shall be invested, as directed in writing invested by the Servicer, by Trustee at the bank or trust company then maintaining written direction of the Collection Account Servicer in Permitted Eligible Investments that in the name of the Trustee as trustee of the Trust and shall mature not no later than the Business Day immediately preceding the Distribution Date following next succeeding the Collection Period during which date of such investment (or in the case of money market fund investments, on such Distribution Date). Such written direction shall certify that any such investment is madeauthorized by this Section. Each of the Permitted Investments No investment may be purchased by sold prior to its maturity. Amounts in the Indenture Trustee or through an Affiliate of Lock-Box Account and the Indenture TrusteeCertificate Account shall not be invested. All such Permitted Investments The Certificate Account shall be held to maturitya non- interest-bearing account. If Earnings on investments of funds in the Collection Account is no longer shall be paid to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not additional servicing compensation pursuant to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountSection 4.8 hereof.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "The Chase Manhattan Bank as Indenture Trustee, as secured party from USAA Auto Owner Trust 2001-1", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2006-2", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause and give written notice of the Collection Account location and account number of such account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountTrustee.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the "The Chase Manhattan Bank as Indenture Trustee Trustee, as secured party for Ford Credit Auto Owner Trust 2001-B", at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of The Chase Manhattan Bank), which shall be designated as the Collection Account (the “"Collection Account”)". The Initially, the Collection Account shall be held in trust for the benefit of the Noteholders, account number 160041.1 and the Certificateholdersshall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at the Indenture Trusteecorporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly (and in any case cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank as Indenture Trustee, as secured party from USAA Auto Owner Trust 2001-2", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the "The Chase Manhattan Bank as Indenture Trustee Trustee, as secured party from Ford Credit Auto Owner Trust 1999-D", at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of The Chase Manhattan Bank), which shall be designated as the Collection Account (the “"Collection Account”)". The Initially, the Collection Account shall be held in trust for the benefit of the Noteholders, account number C-70780 and the Certificateholdersshall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at the Indenture Trusteecorporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly (and in any case cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2006-1", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause and give written notice of the Collection Account location and account number of such account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountTrustee.

Accounts. (a) The Each Servicer shall establishis required pursuant to the related Warranty and Servicing Agreement to establish and maintain, on or before the Closing Date, and maintain in the name of the Indenture Trustee at on behalf of the Holders of interests in the Trust Fund, a Custodial Account, which shall be an Eligible Institution Account, into which such Servicer shall deposit all amounts, except as otherwise set forth therein, required by the terms thereof, and from which the Servicer shall withdraw such amounts as set forth therein. Funds held in any Custodial Account at any time may be delivered by a Servicer to the Trustee for deposit in an account (which shall initially may be the Indenture TrusteeCertificate Account and must satisfy the standards for the Certificate Account as set forth in the definition thereof) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account and for all purposes of this Agreement shall be held in trust for the benefit deemed to be a part of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trusteesuch Custodial Account; provided, however, that the Servicer may make deposits Trustee shall have the sole authority to withdraw any funds held in such account. The Trustee shall establish, prior to the Delivery Date, and direct shall maintain, in the Indenture name of the Trustee on behalf of the Holders of interests in writing to make withdrawals the Trust Fund, the Certificate Account, which shall be an Eligible Account, into which the Trustee upon receipt from the Collection Account in accordance with this AgreementServicers shall deposit all payments remitted by the Servicers on a Servicer Remittance Date under the related Warranty and Servicing Agreement all amounts received pursuant, to the Indenture presentation of claims under the Special Hazard Insurance Policy, Pool Insurance Policy and Mortgagor Bankruptcy Bond, and any amounts required to be remitted by the Trust AgreementDepositor pursuant to the terms hereof. All monies deposited distributions to be made from time to time to holders of interests in the Collection Account pursuant to this Agreement shall be held by Trust Fund out of funds in the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Certificate Account shall be made only upon the terms and conditions by or on behalf of the Transaction DocumentsTrustee or Paying Agent. If The Trustee will give notice to each Servicer, the Servicer is required to remit collections on a daily basis pursuant Rating Agencies and the Depositor of the location of the Certificate Account and of any change thereof, prior to the first sentence of Section 4.2, all amounts use thereof. Funds held in the Collection Certificate Account and delivered to the Trustee earlier than one Business Day prior to the next Distribution Date shall, to the extent permitted by applicable law, rules and regulationsif invested, be invested, as directed invested in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Eligible Investments that and shall mature not later than the Business Day immediately preceding the such Distribution Date following the Collection Period during which Date. All income and gain net of any losses realized from any such investment is made. Each shall be for the benefit of the Permitted Investments may Trustee and shall be purchased by subject to withdrawal at its direction from time to time. The amount of any losses net of any gains not paid to the Indenture Trustee or through an Affiliate incurred in respect of any such investments shall be deposited in the Certificate Account out of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance 's own funds immediately as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institutionrealized. The Servicer Trustee shall promptly notify make, to the Indenture Trustee and extent required or authorized hereunder, withdrawals from the Owner Trustee of any change in Certificate Account for the account number or location of the Collection Account.following purposes:

Accounts. Each Grantor covenants and agrees with the Administrative Agent that from and after the date of this Agreement and until termination of this Agreement pursuant to Section 27, such Grantor shall: Keep its jurisdiction of incorporation, chief place of business and chief executive office and the office where it keeps its Books and Records concerning the Accounts at its address set forth below such Grantor's signature on this Agreement or its Addendum hereto, as applicable, and keep the offices where it keeps all originals of all chattel paper which evidence Accounts at the locations therefor specified in Section 5(A) or, upon fifteen (a15) The Servicer days' prior written notice to the Administrative Agent, at such other locations within the United States in a jurisdiction where all actions required by Section 6 shall establishhave been taken with respect to the Accounts. Such Grantor will hold and preserve such Books and Records (in accordance with such Grantor's usual document retention practices) and chattel paper and will permit representatives of the Administrative Agent at any reasonable time during normal business hours to inspect and make abstracts from such Books and Records and chattel paper; and In any suit, on proceeding or before action brought by the Administrative Agent under any Account comprising part of the Collateral, such Grantor will save, indemnify and keep each of the Holders of Secured Obligations harmless from and against all reasonable expenses, loss (other than loss of profits) or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder, arising out of a breach by such Grantor of any obligation or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such Holder of Secured Obligations from such Grantor, and all such obligations of such Grantor shall be and shall remain enforceable against and only against such Grantor and shall not be enforceable against any of the Holders of Secured Obligations. Within ninety (90) days following the Closing Date, and maintain each Grantor shall have entered into Collection Account Agreements in the name form of the Indenture Trustee Exhibit C hereto, with respect to all Collection Accounts in existence on such date, with all banks at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All Grantor maintains such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountAccounts.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name “The Bank of New York, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2007-1”, initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. No checks shall be issued, printed or honored with respect to the Collection Account. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each amounts relate (or in the case of the Permitted Investments may be purchased by Special Payment Date, the Indenture Trustee or through an Affiliate portion of such funds needed to make the Indenture Trustee. All final payment on the Class A-1 Notes shall mature not later than the Business Day immediately prior to the Special Payment Date) and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s or Issuer’s assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause and give written notice of the Collection Account location and account number of such account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountTrustee.

Accounts. (a) The Servicer shall establish, on or before Agent will at all times maintain the Closing Date, Collection Account and maintain the Investment Account in the name of the Indenture Trustee Agent and the Agent shall have exclusive control of, and a valid, perfected and first priority security interest in, such accounts. The Seller and the Servicers will at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as all times remit all Collections to the Collection Account within three Business Days after receipt thereof, for application as provided in this Section, provided that each Servicer shall cause Collections from the proceeds of a sale of an Origination Home to be made directly to the Collection Account and, to effect the same (commencing, in the “case of Collections related to Receivables originated by Executive Relo, no later than March 31, 2005), the related Servicer shall give written direction to the applicable Origination Home Closing Agent to send such proceeds to the Collection Account”). The Prior to March 31, 2005, Collections relating to Receivables originated by Executive Relo may be sent to the BofA Box/Account, provided that (i) no checks received by BofA shall be deposited, but shall instead be sent in the form received to the Agent for deposit in the Collection Account, (ii) all amounts deposited to the BofA Box/Account by wire transfer shall be remitted to the Agent by BofA no later than the Business Day following BofA’s receipt thereof, and (iii) no later than January 29, 2005 BofA, Executive Relo and the Agent shall have entered into a Lock-Box Agreement. No withdrawals, payments or transfers of funds from the Collection Account, the BofA Box/Account or the Investment Account shall be held in trust for made except upon the benefit written direction of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account Agent in accordance with this Agreement, the Indenture and the Trust AgreementSection. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all The amounts held in the Collection Account shallmay be transferred to the Investment Account and invested and reinvested by the Agent solely in Permitted Investments credited to the Investment Account selected by the Seller in a written notice to the Agent (unless a Termination Event exists, in which case such transfer and investment shall be at the discretion of, and in Permitted Investments selected by, the Agent). Yield on such investments shall be deposited in the Investment Account and allocated in accordance with this Section. To the extent that the Collection Account and the Investment Account constitute “Securities Accounts” as defined in Section 8.501(a) of the UCC, LaSalle will act as Securities Intermediary and will treat the Agent, for whom the Securities Intermediary maintains the Collection Account and the Investment Account, as entitled to exercise the rights that comprise the property, including all Security Entitlements, Securities, Financial Assets, Investment Property and Instruments (each as defined in the UCC). In the event that the Collection Account and the Investment Account are not considered to be a “Securities Accounts” under applicable law, the Collection Account and the Investment Account shall be deemed to be a “deposit accounts” (as defined in the UCC) to the extent permitted by applicable law, rules a security interest can be granted and regulations, be invested, as directed perfected under the UCC in writing by the Servicer, by the bank or trust company then maintaining the Collection Account and the Investment Account as deposit accounts, which the Agent shall maintain with LaSalle acting not as a securities intermediary but as a “bank” (as defined in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is madeUCC). Each The Agent, acting on behalf of the Permitted Investments may Purchasers, shall be purchased by deemed to be the Indenture Trustee or through an Affiliate customer of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If LaSalle for purposes of the Collection Account is no longer and the Investment Account and as such shall be entitled to be maintained at all the Indenture Trusteerights that customers of banks have under applicable law with respect to deposit accounts, including the Servicer shallright to withdraw funds from, with the Indenture Trustee’s assistance as necessaryor close, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee Investment Account (which rights shall be exercised in accordance with the terms of any change this Agreement). LaSalle shall credit the Collection Account and the Investment Account with all receipts of interest, dividends, and other income received on or in respect of the property held in the account number or location each of the respective accounts. LaSalle agrees that its jurisdiction is the State of Illinois for all purposes of the UCC. LaSalle hereby (i) subordinates to the interests of the Agent and the Purchasers any security interest, lien, or right of recoupment or setoff that LaSalle may have in its individual capacity, now or in the future, against the Collection Account and the Investment Account, and (ii) agrees that it will not exercise any right in respect of such security interest or lien or any right of recoupment or setoff until the interests of the Agent and the Purchasers in the Collection Account and the Investment Account are terminated, except that LaSalle is permitted to charge the Collection Account and the Investment Account (i) for its fees and charges relating to such accounts and services related to such accounts and the Transaction Documents, and (ii) for any check or wire transfer deposited into either such account or other credit to either such account if such check, wire transfer or credit is subsequently returned unpaid.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the "The Chase Manhattan Bank as Indenture Trustee Trustee, as secured party for Ford Credit Auto Owner Trust 2001-A", at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of The Chase Manhattan Bank), which shall be designated as the Collection Account (the “"Collection Account”)". The Initially, the Collection Account shall be held in trust for the benefit of the Noteholders, account number C-70946 and the Certificateholdersshall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at the Indenture Trusteecorporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly (and in any case cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the "The Chase Manhattan Bank as Indenture Trustee Trustee, as secured party from Ford Credit Auto Owner Trust 2000-B", at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of The Chase Manhattan Bank), which shall be designated as the Collection Account (the “"Collection Account”)". The Initially, the Collection Account shall be held in trust for the benefit of the Noteholders, account number C-70868 and the Certificateholdersshall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at the Indenture Trusteecorporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly (and in any case cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. The Indenture Trustee shall establish the Issuance Fund, the Revenue Fund, the Reserve Fund, the Pre-Funding Account and the Collection Account (acollectively, the "Accounts") The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be for the Indenture Trustee) a segregated trust account designated benefit of the Noteholders and the Note Insurer, as the Collection Account (the “Collection Account”)their interests may appear. The Collection Account shall be held in trust for a segregated account established with the benefit of the Noteholders, Collection Account Depository and the Certificateholders. The Collection Account remaining foregoing Accounts and funds shall be under segregated accounts established with the sole dominion and control Corporate Trust Office of the Indenture Trustee. Each Account shall be an Eligible Account; provided that if an Account ceases to be an Eligible Account, all funds in such Account shall be deposited into an Eligible Account within 30 days of the date an Authorized Officer of the Indenture Trustee first has knowledge of, or receives written notice of, the fact that an Account is no longer an Eligible Account. Amounts held in the Accounts (other than the Collection Account) shall be invested by the Indenture Trustee, upon the written direction of the Administrator, in Eligible Investments; provided that amounts paid under the Note Guaranty Insurance Policy shall not be invested. Each investment shall mature no later than the applicable Transfer Date, except that investments in funds or accounts under which JPMorgan Chase Bank or an Affiliate thereof is the investment adviser or the investment manager may be held until the date on which funds are intended to be used. The Indenture Trustee shall not be responsible for any losses incurred on any such investments unless the Indenture Trustee or an Affiliate thereof is the obligor under such investments. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investments prior to its stated maturity or the failure of the Administrator to provide written directions. Any written investment direction from the Administrator shall certify that any such investment is authorized by this Section 5.01 and is an Eligible Investment. All amounts received as earnings on or income from any investments or reinvestments of funds in any Account shall be credited to such Account; provided, however, that the Servicer may make deposits to and direct on each Transfer Date, the Indenture Trustee in writing to make withdrawals shall transfer all amounts received as earnings on or income from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time any investments or reinvestments of funds in the Collection Account pursuant Accounts to this Agreement shall be held by the Indenture Trustee as part Revenue Fund prior to making any of the Trust Property and shall be applied as provided transfers or payments referred to in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (105.05(c) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Accounthereof.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the "The Chase Manhattan Bank as Indenture Trustee Trustee, as secured party from Ford Credit Auto Owner Trust 2000-G", at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of The Chase Manhattan Bank), which shall be designated as the Collection Account (the “"Collection Account”)". The Initially, the Collection Account shall be held in trust for the benefit of the Noteholders, account number C-70930 and the Certificateholdersshall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at the Indenture Trusteecorporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly (and in any case cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”"). The Collection Account ------------------ shall be held in trust for the benefit of the NoteholdersInsurer, the Noteholders and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make -------- ------- deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trusteeamounts relate. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”"COLLECTION ACCOUNT"). The Collection Account shall be held in trust for the benefit of the Noteholders, Insurer and the CertificateholdersNoteholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; providedPROVIDED, howeverHOWEVER, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture Agreement and the Trust AgreementIndenture. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis within two Business Days pursuant to the first sentence of Section 4.2SECTION 3.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Eligible Investments that mature not later than the Business Day preceding the Distribution Payment Date following the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trusteeamounts relate. All such Permitted Eligible Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's assistance as necessary, promptly (and in any case cause the Collection Account to be moved to an Eligible Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency and the Insurer (provided that no Insurer Default shall have occurred and is continuing) may consent) cause the Collection Account to be moved to an Eligible Institution). The Servicer shall promptly notify the Indenture Trustee Trustee, the Insurer (provided that no Insurer Default shall have occurred and is continuing) and the Owner Trustee of any change in the account number or location of the Collection Account.

Accounts. (a) The Master Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name “U.S. Bank National Association, on behalf of Citibank, N.A. as Indenture Trustee and as secured party with respect to Xxxxxxx Auto Trust Securitization 2008-1”, initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Securities Administrator, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Master Servicer and/or relevant Depository Institution may make deposits to to, and direct the Indenture Trustee in writing to and the Securities Administrator may (following written instruction of the Master Servicer) make withdrawals from from, the Collection Account in accordance with this Agreementthe terms of the Basic Documents. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Securities Administrator on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If As more fully described in the Receivables Servicing Agreement, the Receivables Servicer is required to remit shall deposit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in Receivables into the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the within two Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each Days of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate receipt of the Indenture Trustee. All payment thereof and related payment information regarding allocation of such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Accountpayment.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the "The Chase Manhattan Bank as Indenture Trustee Trustee, as secured party from Ford Credit Auto Owner Trust 1996-B", at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of The Chase Manhattan Bank), which shall be designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in the 1994 version of the Official Text of Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (All interest and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.other income

Accounts. (a) The Servicer shall establish, on or before establish the Closing Date, Collection Account and maintain the Certificate Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Certificateholders. Each of the Collection Account and the Certificateholders. The Collection Certificate Account shall be under a segregated trust account initially established with the sole dominion Trustee and control maintained with the Trustee so long as (a) the deposits of the Indenture Trustee have the Required Deposit Rating or (b) the Collection Account or the Certificate Account, as the case may be, is maintained in a segregated trust account in the trust department of the Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account and the Certificate Account shall, to the extent permitted by applicable lawlaws, rules and regulations, be invested, regulations and as directed in writing by the Servicer, be invested by the bank or trust company then maintaining the Collection Account Trustee in Permitted Eligible Investments that and such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date following Date, in such manner that such amounts invested shall be available to make the Collection Period during which required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment is madeshall be sold not later than the Business Day preceding the next Distribution Date. Each Should the short-term unsecured debt obligations of the Permitted Investments may be purchased by Trustee no longer have the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If Required Deposit Rating then, unless the Collection Account is no longer to be and the Certificate Account are maintained at in segregated trust accounts in the Indenture trust department of the Trustee, the Servicer shall, with the Indenture Trustee’s 's assistance as necessary, promptly (necessary and in any case within ten (10) calendar days or such Business Days of receipt of notice from the Trustee that the Trustee no longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) has the Required Deposit Rating, cause the Collection Account and the Certificate Account (a) to be moved to an Eligible Institutionsegregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (b) to be moved to the trust department of the Trustee. The Servicer shall promptly notify Earnings on the Indenture Trustee investment of funds in the Collection Account and the Owner Trustee of Certificate Account shall be paid to the Servicer on each Distribution Date as servicing compensation, and any change losses and investment expenses shall be charged against the funds on deposit in the account number Collection Account or location of the Collection Certificate Account, as the case may be.

Accounts. (a) Exhibit E hereto sets forth the Lock-Box and the Lock-Box Account. The Servicer Lock-Box shall establish, on or before the Closing Date, and maintain be a post office box in the name of the Indenture Trustee. Neither the Seller nor the Servicer shall have access to or any control over such Lock-Box. The Servicer may, at the Servicer's expense, cause the Trustee at an Eligible Institution to terminate and substitute the Lock-Box Bank for another bank, but only (a) upon written notice from the Servicer to the Trustee and the Seller, and (b) so long as no Event of Default shall have occurred and be continuing. The Servicer shall give ten (10) days prior written notice (if practicable) to the Trustee of the name and address of the proposed new Lock-Box Bank, which notice shall initially be identify the Indenture Trustee) a segregated trust account designated as related Lock-Box Account. The Trustee shall establish the Lock-Box Account, the Collection Account, the Certificate Account (and the “Collection Account”). The Collection Pre-Funding Account shall be held in trust the name of the Trustee for the benefit of the NoteholdersCertificateholders, and the Certificateholderssuch accounts to be Eligible Accounts. The Collection Account, the Pre-Funding Account and the Certificate Account shall be under segregated trust accounts initially established with the sole dominion Trustee and control of maintained with the Indenture TrusteeTrustee so long as the Trustee has the Required Deposit Rating; provided, however, that if the deposits of the Trustee no longer have the Required Deposit Rating, the Servicer may make shall within 30 days, with the Trustee's assistance as necessary, cause such accounts to be moved to a bank or trust company with the Required Deposit Rating (each such bank or trust company, a "Successor Bank"). Should the deposits to and direct of any Successor Bank no longer have the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this AgreementRequired Deposit Rating, the Indenture and Servicer within 30 days shall, with the Trust AgreementSuccessor Bank's assistance as necessary, cause such accounts to be moved to a bank or trust company, the deposits of which shall have the Required Deposit Rating. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to and the extent permitted by applicable law, rules and regulations, Pre-Funding Account shall be invested, as directed in writing invested by the Servicer, by Trustee at the bank or trust company then maintaining written direction of the Collection Account Servicer in Permitted Eligible Investments that in the name of the Trustee as trustee of the Trust and shall mature not no later than the Business Day immediately preceding the Distribution Date following next succeeding the date of such investment. Such written direction shall certify that any such investment is authorized by this Section. No investment may be sold prior to its maturity. Amounts in the Lock-Box Account and the Certificate Account shall not be invested. The Certificate Account shall be a non-interest-bearing account. Earnings on investments of funds in the Collection Account shall be paid to the Servicer as additional servicing compensation pursuant to Section 4.8 hereof. Earnings on investments of funds in the Pre-Funding Account during any Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.the

Accounts. The Indenture Trustee shall establish the Issuance Fund, the Revenue Fund, the Reserve Fund, the Pre-Funding Account and the Collection Account (acollectively, the "Accounts") The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be for the Indenture Trustee) a segregated trust account designated benefit of the Noteholders and the Note Insurer, as the Collection Account (the “Collection Account”)their interests may appear. The Collection Account shall be held in trust for a segregated account established with the benefit of the Noteholders, Collection Account Depository and the Certificateholders. The Collection Account remaining foregoing Accounts and funds shall be under segregated accounts established with the sole dominion and control Corporate Trust Office of the Indenture Trustee. Each Account shall be an Eligible Account; provided that if an Account ceases to be an Eligible Account, all funds in such Account shall be deposited into an Eligible Account within 30 days of the date an Authorized Officer of the Indenture Trustee first has knowledge of, or receives written notice of, the fact that an Account is no longer an Eligible Account. Amounts held in the Accounts (other than the Collection Account) shall be invested by the Indenture Trustee, upon the written direction of the Administrator, in Eligible Investments; provided that amounts paid under the Note Guaranty Insurance Policy shall not be invested. Each investment shall mature no later than the applicable Transfer Date, except that investments in funds or accounts under which XX Xxxxxx Xxxxx Bank or an Affiliate thereof is the investment adviser or the investment manager may be held until the date on which funds are intended to be used. The Indenture Trustee shall not be responsible for any losses incurred on any such investments unless the Indenture Trustee or an Affiliate thereof is the obligor under such investments. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investments prior to its stated maturity or the failure of the Administrator to provide written directions. Any written investment direction from the Administrator shall certify that any such investment is authorized by this Section 5.01 and is an Eligible Investment. All amounts received as earnings on or income from any investments or reinvestments of funds in any Account shall be credited to such Account; provided, however, that the Servicer may make deposits to and direct on each Transfer Date, the Indenture Trustee in writing to make withdrawals shall transfer all amounts received as earnings on or income from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time any investments or reinvestments of funds in the Collection Account pursuant Accounts to this Agreement shall be held by the Indenture Trustee as part Revenue Fund prior to making any of the Trust Property and shall be applied as provided transfers or payments referred to in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (105.05(c) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Accounthereof.

Accounts. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of an Event of Default, the rights of Borrower and each and every other Person (aexcluding Agent) The Servicer with respect to Accounts, upon notice to Borrower, shall establish, on or before the Closing Dateimmediately terminate, and maintain in the name of the Indenture Trustee at an Eligible Institution (which no such Person except Agent shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”)make any further withdrawal therefrom. The Collection Account shall be held in trust for the benefit of the NoteholdersThereafter, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer Agent may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in designate such 83 signatories with respect to the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee Accounts as part of the Trust Property Agent may desire, and shall be applied as provided in this Agreement. All deposits to and may make or authorize withdrawals from the Collection Accounts to pay the Obligations in whole or in part and/or pay costs, expenses and expenditures with respect to the Premises, including the leasing, sale and marketing thereof, and/or any other expenses, all as Agent may deem necessary or appropriate and in such order as Agent may elect. Agent may notify the financial institutions in which any Account is held that Borrower no longer has a right to instruct such financial institution with respect to matters relating to the withdrawal, operation or administration of, or investment or application of funds on deposit in such Account. Without limiting the foregoing Agent shall be made only upon have the terms right to cause the withdrawal of all funds on deposit in any Account and conditions the deposit of such funds in an account established with Agent at any time following receipt by the Transaction Documents. If the Servicer financial institution in which such Account is required to remit collections on held of a daily basis notice from Agent pursuant to the first sentence Account Agreement with respect to such Account, and Borrower hereby authorizes and directs such financial institutions to make payment directly to Agent of Section 4.2the funds in or credited to such accounts, all amounts held in or such part thereof as Agent may request. Such financial institution shall have the Collection Account shall, absolute right to rely upon such notice without inquiring as to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each accuracy of the Permitted Investments may be purchased by matters referred to in such notice and the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments depositories shall be held fully protected by Borrower in relying upon such written notice from Agent. In the event that Agent delivers such a notice, Agent shall thereafter have the exclusive right to maturityso instruct such financial institution. If the Collection Account is no longer to Nothing in this Section 6.6 shall be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days construed so as to which each Rating Agency shall consent) cause the Collection Account limit or impair Agent’s absolute right to be moved to have a receiver appointed following an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee Event of any change in the account number or location of the Collection AccountDefault.

Accounts. (a) The Servicer shall establish, on or before establish the Closing Date, Collection Account and maintain the Certificate Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersCertificateholders, and shall establish the CertificateholdersPayahead Account in the name of the Trustee on behalf of the Obligors. The Collection Account and the Payahead Account shall be under segregated trust accounts initially established with the sole dominion Trustee and control maintained with the Trustee so long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account and the Payahead Account are maintained in the Corporate Trust Department of the Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account and the Payahead Account shall, to the extent permitted by applicable lawlaws, rules rules, and regulations, be invested, invested as directed in writing by the Servicer, Servicer by the bank or trust company then maintaining the Collection Account accounts in Permitted Investments interest-bearing time deposits of such bank or trust company (provided that such investments shall have the Required Deposit Rating) that mature not later than the Business Day preceding Distribution Date for the Collection Period to which such amounts relate and any such time deposits so acquired shall be held until maturity and provided, further that if the Servicer is required to remit collections daily to the Collection Account pursuant to Section 14.2 then such remittances, and any remittances to the Payahead Account, shall be invested at the written direction of the Servicer as to specific investments in investments rated A-1+ by Standard & Poor's Ratings Group and P-1 by Moodx'x Xxxestors Service, Inc. or in other investments as may be permitted by each of such rating agencies, in each case maturing in immediately available funds on the Distribution Date following next succeeding the Collection Period during which date of investment. Such written direction shall certify that any such investment is madeauthorized by this Section. Each The Certificate Account shall be a segregated trust account established and maintained with the Trustee, and the amounts in such account shall not be invested. Should the short-term unsecured debt obligations of the Permitted Investments may be purchased by Trustee no longer have the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If Required Deposit Rating then, unless the Collection Account is no longer to be and the Payahead Account are maintained at in the Indenture Corporate Trust Department of the Trustee, the Servicer shallshall as soon as is reasonably practical, with the Indenture Trustee’s 's assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account and the Payahead Account (i) to be moved to an Eligible Institution. The Servicer a bank or trust company, the short-term unsecured debt obligations of which shall promptly notify have the Indenture Trustee and Required Deposit Rating or (ii) to be moved to the Owner Trustee of any change in the account number or location Corporate Trust Department of the Collection AccountTrustee.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the "The Chase Manhattan Bank as Indenture Trustee Trustee, as secured party from Ford Credit Auto Owner Trust 2000-C", at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of The Chase Manhattan Bank), which shall be designated as the Collection Account (the “"Collection Account”)". The Initially, the Collection Account shall be held in trust for the benefit of the Noteholders, account number C-70878 and the Certificateholdersshall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at the Indenture Trusteecorporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly (and in any case cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. (a) The Servicer shall establish, on or before establish the Closing Date, and maintain Collection Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Servicer shall also establish the Policy Payments Account in the name of the Trustee for the benefit of the Class A Certificateholders. Each of the Collection Account and the Policy Payments Account shall be under an Eligible Account and initially shall be a segregated trust account established with the sole dominion Trustee and control of maintained with the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable lawlaws, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Eligible Investments that mature not later than the one Business Day preceding prior to the Distribution Date following for the Collection Period during to which such amounts relate. Any such written direction shall certify that any such investment is madeauthorized by this SECTION 5.1. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted in Eligible Investments shall be held made in the name of the Trustee on behalf of the Trust, and such investments shall not be sold or disposed of prior to their maturity. If The Trustee may trade with itself or an Affiliate in the purchase or sale of Eligible Investments. Any investment of funds in the Collection Account is no longer to shall be maintained at the Indenture Trusteemade in Eligible Investments. All interest, the Servicer shalldividends, with the Indenture Trustee’s assistance as necessarygains upon sale and other income from, promptly (and or earnings on, investments of funds in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account shall be deposited in the Collection Account and distributed on the next Distribution Date pursuant to be moved to an Eligible InstitutionSECTION 5.5. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change deposit in the account number or location of Collection Account an amount equal to any net loss on such investments immediately as realized. Amounts in the Policy Payments Account shall not be invested. On the Closing Date, the Servicer shall deposit in the Collection AccountAccount (i) all Scheduled Payments and prepayments of Receivables received by the Local Banks after the Cut-Off Date and prior to the Closing Date and (ii) all Liquidation Proceeds and proceeds of Insurance Policies realized in respect of a Financed Vehicle and applied by the Servicer after the Cut-Off Date and any Compensating Interest.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "The Bank of New York, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2006-4", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each amounts relate (or in the case of the Permitted Investments may be purchased by Special Payment Date, the Indenture Trustee or through an Affiliate portion of such funds needed to make the Indenture Trustee. All final payment on the Class A-1 Notes shall mature not later than the Business Day immediately prior to the Special Payment Date) and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause and give written notice of the Collection Account location and account number of such account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountTrustee.

Accounts. (a) The Servicer shall establish, on or before establish the Closing Date, and maintain Collection Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Servicer shall also establish the Policy Payments Account in the name of the Trustee for the benefit of the Class A Certificateholders. Each of the Collection Account and the Policy Payments Account shall be under an Eligible Account and initially shall be a segregated trust account established with the sole dominion Trustee and control of maintained with the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable lawlaws, rules and regulations, be investedinvested by the Trustee, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Eligible Investments that mature not later than the one Business Day preceding prior to the Distribution Date following for the Collection Period during to which such amounts relate. Any such written direction shall certify that any such investment is madeauthorized by this Section 5.1. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted in Eligible Investments shall be held made in the name of the Trustee on behalf of the Certificateholders, and such investments shall not be sold or disposed of prior to their maturity. If The Trustee may trade with itself or an Affiliate in the purchase or sale of Eligible Investments. Any investment of funds in the Collection Account shall be made in Eligible Investments held by a financial institution with respect to which (a) such institution has noted the Trustee's interest therein by book entry or otherwise and (b) a confirmation of the Trustee's interest has been sent to the Trustee by such institution, provided that such Eligible Investments are (i) specific certificated securities (as such term is no longer used in the Texas UCC, and (ii) either (A) in the possession of such institution or (B) in the possession of a clearing corporation as such term is used in the New York UCC and the Texas UCC, registered in the name of such clearing corporation, not endorsed for collection or surrender or any other purpose not involving transfer, not containing any evidence of a right or interest inconsistent with the Trustee's security interest therein, and held by such clearing corporation in an account of such institution. Subject to be maintained at the Indenture Trusteeother provisions hereof, the Servicer shallTrustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee’s assistance as necessaryTrustee in a manner which complies with this Section 5.1. All interest, promptly (dividends, gains upon sale and other income from, or earnings on, investments of funds in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change deposited in the account number or location Collection Account, and, in the case of the Collection Account, distributed on the next Distribution Date pursuant to Section 5.5. The Seller shall deposit in the Collection Account an amount equal to any net loss on such investments immediately as realized. Amounts in Policy Payments Account shall not be invested. On the Closing Date, the Servicer shall deposit in the Collection Account (i) all Scheduled Payments and prepayments of Receivables received by the Lockbox Bank after the Cut-off Date and prior to the Closing Date or received by the Lockbox Bank after the Cut-off Date and at least two Business Days prior to the Closing Date and (ii) all Liquidation Proceeds and proceeds of Insurance Policies realized in respect of a Financed Vehicle and applied by the Servicer after the Cut-off Date.

Accounts. (a) Exhibit F hereto sets forth the Lock-Box and the Lock-Box Account. The Servicer Lock-Box shall establish, on or before the Closing Date, and maintain be a post office box in the name of the Indenture Trustee. Neither the Seller or the Servicer shall have access to or any control over such Lock-Box. The Servicer may, at the Servicer's expense, cause the Trustee at an Eligible Institution to terminate and substitute the Lock-Box Bank for another bank, but only (a) upon written notice from the Servicer to the Trustee and the Seller, and (b) so long as no Event of Default shall have occurred and be continuing. The Servicer shall give ten (10) days prior written notice (if practicable) to the Trustee of the name and address of the proposed new Lock-Box Bank, which notice shall initially be identify the Indenture Trustee) a segregated trust account designated as related Lock-Box Account. The Servicer shall establish the Lock-Box Account, the Collection Account (and the “Collection Account”). The Collection Certificate Account shall be held in trust the name of the Trustee for the benefit of the NoteholdersCertificateholders, and the Certificateholderssuch accounts to be Eligible Accounts. The Collection Account and the Certificate Account shall be under segregated trust accounts initially established with the sole dominion Trustee and control of maintained with the Indenture TrusteeTrustee so long as the Trustee has the Required Deposit Rating; provided, however, that if the deposits of the Trustee no longer have the Required Deposit Rating, the Servicer may make shall within 30 days, with the Trustee's assistance as necessary, cause such accounts to be moved to a bank or trust company with the Required Deposit Rating (each such bank or trust company, a "Successor Bank"). Should the deposits to and direct of any Successor Bank no longer have the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this AgreementRequired Deposit Rating, the Indenture and Servicer within 30 days shall, with the Trust AgreementSuccessor Bank's assistance as necessary, cause such accounts to be moved to a bank or trust company, the deposits of which shall have the Required Deposit Rating. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, shall be invested, as directed in writing invested by the Servicer, by Trustee at the bank or trust company then maintaining written direction of the Collection Account Servicer in Permitted Eligible Investments that in the name of the Trustee as trustee of the Trust and shall mature not no later than the Business Day immediately preceding the Distribution Date following next succeeding the Collection Period during which date of such investment (or in the case of money market fund investments, on such Distribution Date). Such written direction shall certify that any such investment is madeauthorized by this Section. Each of the Permitted Investments No investment may be purchased by sold prior to its maturity. Amounts in the Indenture Trustee or through an Affiliate of Lock-Box Account and the Indenture TrusteeCertificate Account shall not be invested. All such Permitted Investments The Certificate Account shall be held to maturitya non-interest-bearing account. If Earnings on investments of funds in the Collection Account is no longer shall be paid to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not additional servicing compensation pursuant to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountSection 4.8 hereof.

Accounts. Except as otherwise provided in this subsection 6.11, Debtor shall continue to collect, at its own expense, all amounts due or to become due to Debtor under the Accounts and apply such amounts as are so collected to the outstanding balances thereof. In connection with such collections, Debtor may take (and, at Trustee's direction, shall take) such action as Debtor or Trustee may deem necessary or advisable to enforce collection of the Accounts; provided, that Trustee shall have the right at any time after the occurrence and during the continuance of an Event of Default to: (a) The Servicer shall establish, on notify the Account Debtor under any Accounts (or before the Closing Date, and maintain in the name any other Person obligated thereon) of the Indenture assignment of such Accounts to Trustee at and to direct such Account Debtors and other Persons to make payment of all amounts due or to become due or otherwise render performance directly to Trustee; (b) exercise the rights of Debtor with respect to the obligation of the Account Debtor to make payment or otherwise render performance to Debtor and with respect to any property that secures the obligations of the Account Debtor or any other Person obligated on the Collateral; and (c) adjust, settle or compromise the amount or payment of such Accounts. After the occurrence and during the continuance of an Eligible Institution Event of Default (which shall initially be i) all amounts and Proceeds received by Debtor with respect to the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account Accounts shall be held received in trust for the benefit of the NoteholdersTrustee (on behalf of Holders), and the Certificateholders. The Collection Account shall be under the sole dominion and control segregated from other funds of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property Debtor and shall be forthwith paid over to Trustee in the same form as so received (with any necessary endorsement) to be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to Section 14. Debtor shall not adjust, settle or compromise the first sentence amount or payment of Section 4.2any Account, all amounts held or release wholly or partly any customer or obligor thereof, or allow any credit or discount thereon (other than credits and discounts in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each ordinary course of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (business and in any case within ten (10amounts which are not material to Debtor) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause without the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee prior consent of any change in the account number or location of the Collection AccountTrustee.

Accounts. (a) The Servicer shall establish, on On or before prior to the Closing Effective Date, and maintain the Borrower shall establish each Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Borrower and each Account shall be held in a segregated, non-interest bearing trust for account established with the benefit of the NoteholdersSecurities Intermediary, and the Certificateholders. The Collection Account who shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals forward funds from the Collection Account to the Collateral Agent for application by the Collateral Agent pursuant to Section 8.3 and the applicable Monthly Report. If at any time a Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible Account (with notice to the Servicer, the Facility Agent and each Agent), then the Borrower shall cause the Servicer to transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. Except as set forth below, amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower or at the direction of the Servicer (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset, or (ii) to make a deposit into the Collections Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account is equal to or greater than the Aggregate Unfunded Amount. Following the Facility Termination Date, the Borrower shall cause the Servicer to forward any draw request made by an Obligor under a Variable Funding Asset, along with wiring instructions for the applicable Obligor, to the Collateral Agent (with a copy to the Facility Agent and each Agent) along with an instruction to the Collateral Agent to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Agent shall fund such draw request in accordance with this Agreementsuch instructions from the Servicer. Following the end of the Revolving Period, if the Borrower shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset and, as of the date of such receipt (and after taking into account such repayment), the Indenture aggregate amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Amount (the amount of such shortfall, in each case, the “Unfunded Exposure Shortfall”), the Borrower shall cause the Servicer to direct the Collateral Agent to and the Trust Agreement. All monies deposited from time to time in Collateral Agent shall deposit into the Collection Unfunded Exposure Account pursuant to this Agreement shall be held by the Indenture Trustee as part an amount of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant such Principal Collections equal to the first sentence USActive 57084911.14 -84- lesser of Section 4.2, all amounts held in (a) the Collection Account shall, aggregate amount of such Principal Collections and (b) the Unfunded Exposure Shortfall (such amount to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing determined by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

Accounts. (a) The Servicer shall establish, on On or before the Closing Date, and maintain in the name date of the Indenture Trustee first Loan, the Borrower shall establish at an Eligible Institution the Custodian (which shall initially be the Indenture Trusteei) a segregated trust securities account designated as (the Collection Account “Collateral Account”) to which all Portfolio Assets will be credited, (ii) a securities account (the “Collection Account”). The Collection Account ) into which all proceeds received in connection with the Portfolio Assets (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof) will be deposited, (iii) a securities account, which shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location subaccount of the Collection Account, into which all interest proceeds from the Portfolio Assets and other Interest Collections will be deposited (the “Interest Collection Account”), (iv) a securities account, which shall be a subaccount of the Collection Account, into which all principal proceeds received in connection with the Portfolio Assets (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof up to the outstanding principal amount thereof) and other Principal Proceeds will be deposited (the “Principal Collection Account”), (v) a securities account (the “Trust Account”) into which all cash received by the Borrower from the issuance of Preference Shares, all Loan proceeds and any amounts transferred from the Principal Collection Account (with the consent of the Lender) or the Interest Collection Account (with the consent of the Lender) will be deposited, (vi) a securities account (the “Prepayment Reserve Account”) into which funds received by the Borrower in connection with any sale or disposition of a Portfolio Asset shall be deposited to the extent the Borrower elects to deposit such funds in accordance with Section 2(h)(ii)(A) and (vii) a securities account (the “Delayed Drawdown Reserve Account”) into which funds related to Delayed Drawdown Collateral Obligations will be deposited pursuant to Section 2(l). The Accounts shall be maintained in accordance with the Account Control Agreement.

Accounts. (a) The Servicer On or before the first Borrowing Date, the Indenture Trustee shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersLenders to the extent of its interests therein as provided herein, the Disbursement Account, the Collection Account, the Reserve Account and the CertificateholdersResidual Payments Account, which accounts shall be segregated accounts maintained at a Qualified Institution selected by the Issuer and approved by the Administrative Agent and each Funding Agent. The Collection Each such Account shall be under subject to the sole dominion and control (as defined in Section 8-106 of the UCC) of the Indenture Trustee; providedTrustee and neither the Issuer nor any Affiliate of the Issuer shall have any withdrawal rights therefrom, howeverexcept as expressly permitted under this Agreement and the Residual Payments Account Control Agreement with respect to the Residual Payments Account. The Eligible Investments and funds in each such Account shall be deemed “financial assets” as defined in Section 8-102 of the UCC. In furtherance of the foregoing, that the Servicer may make deposits to Issuer and direct the Indenture Trustee in writing agree to make withdrawals from enter into the Collection Account Control Agreement with respect to each such Account as of the date hereof. Subject to the further provisions of this Section 3.01, the Indenture Trustee shall, upon receipt, deposit into such Accounts all amounts received by it which are required to be deposited therein in accordance with this Agreement, the Indenture and the Trust Agreementprovisions hereof. All monies deposited such amounts and all investments made with such amounts, including all income and other gains from time to time in the Collection Account pursuant to this Agreement such investments, shall be held by the Indenture Trustee in such Accounts as part of the Trust Property and shall be applied Collateral as provided in this Agreement. All deposits herein provided, subject to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased withdrawal by the Indenture Trustee or through an Affiliate of in accordance with, and for the Indenture Trustee. All such Permitted Investments shall be held to maturity. If purposes specified in the Collection Account is no longer to be maintained at the Indenture Trusteeprovisions of, the Servicer shallthis Agreement and, with respect to the Indenture Trustee’s assistance as necessaryResidual Payments Account, promptly (and subject to withdrawal by CFS or the Issuer in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause accordance with the Collection Residual Payments Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountControl Agreement.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2005-4", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause and give written notice of the Collection Account location and account number of such account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountTrustee.