Common use of Reserve Account Clause in Contracts

Reserve Account. (a) The Servicer shall establish, on or before the Closing Date, and maintain with the Indenture Trustee in the name and for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Reserve Account (the “Reserve Account”). The Reserve Account shall be held in trust for the benefit of the Noteholders and the Depositor. The Reserve 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 Reserve Account in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.

Reserve Account. (a) The Servicer shall establish, on or before the Closing Date, and maintain with in the name of the Indenture Trustee in the name and for the benefit on behalf of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Reserve Account (the “Reserve Account”). The Reserve Account shall be held in trust for the benefit of the Noteholders and the Depositor. The Reserve 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 Reserve Account in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.

Reserve Account. (a) The Servicer shall establish, on or before the Closing Date, and maintain with the Indenture Trustee Securities Intermediary in the name and for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture TrusteeU.S. Bank National Association) a segregated trust account designated as the Reserve Account (the “Reserve Account”). The Reserve Account shall be held in trust for the benefit of the Noteholders and the Depositor. The Reserve 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 Reserve Account in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.

Reserve Account. (a) The Servicer shall establishIn order to assure that certain amounts will be available to make required payments to Noteholders, on or before the Closing DateSeller will, pursuant to the Securities Account Control Agreement, establish and maintain with the Indenture Trustee in the name and for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Securities Intermediary a segregated trust account designated as the Reserve Account (the “"Reserve Account”). The Reserve Account shall be held ") in trust for the benefit of the Noteholders and the Depositor. The Reserve Account shall be under the sole dominion and control name of the Indenture Trustee; providedTrustee which will include the money and other property deposited and held therein pursuant to Sections 5.06(c), however, that the Servicer may make deposits to 5.06(d) and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account in accordance with this Agreement and the IndentureSection 5.07. On or prior to the Closing Date, the Depositor Seller shall deposit an amount equal to the Initial Reserve Account Initial Deposit into the Reserve Account. All As and to the extent set forth in Section 5.06(c) or (d), the Relevant Trustee will deposit Available Amounts into the Reserve Account on each Distribution Date as provided in the Servicer's Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Distribution Date, to the extent that amounts in the Collection Account and/or Available Amounts, as the case may be, are insufficient to fully fund the payments and distributions described in clauses (i) through (viii) of Section 5.06(c) or clauses (i) through (vii) of Section 5.06(d), the Relevant Trustee will withdraw amounts then on deposit in the Reserve Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Distribution Date, as provided in the Servicer's Certificate, the Relevant Trustee will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Depositor’s rightSpecified Reserve Account Balance. Upon the payment in full of the Notes under the Indenture, title as directed in writing by the Servicer, the Relevant Trustee will release to the Seller any amounts remaining on deposit in the Reserve Account, and interest all rights to the Reserve Account has been conveyed by the Depositor and all other collateral registered or held therein shall revert to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited Seller in or credited accordance with the Securities Account Control Agreement. Upon any such distribution to the Reserve Account shall be pledged by Seller, the Depositor to the Issuer, Owner Trustee, Certificateholders, Indenture Trustee for the benefit of the and Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest have no further rights in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Dateor claims to, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereofsuch amounts.

Reserve Account. (a) The Servicer shall establishSeller shall, on or before prior to the Closing Date, establish and maintain with a segregated trust account in the name of the Indenture Trustee in the name and for the benefit of the at a Qualified Institution or Qualified Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the Reserve Account (the “"Reserve Account”). The Reserve Account shall be held in trust for the benefit of the Noteholders and the Depositor. ." The Reserve 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 Reserve Account in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall Seller will deposit the Initial Reserve Account Initial Deposit into the Reserve Account. All Account from the net proceeds of the Depositor’s rightsale of the Notes. On each Subsequent Transfer Date, title and interest the Seller shall deposit to the Reserve Account has been conveyed an amount equal to the applicable Subsequent Reserve Amount Deposit. It shall be a condition to the purchase by the Depositor to Trust of Subsequent Receivables from the Trust pursuant to Section 2.1 Seller with funds on deposit in the Pre-Funding Account that the Seller make such deposit. The Reserve Account and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “"Reserve Account Property”") has been conveyed by the Seller to the Trust pursuant to Section 2.1(a). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants Reserve Account Property shall, to the Indenture Trustee on extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Closing Servicer, by the bank or trust company then maintaining the Reserve Account, in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date, as Indenture Trustee for the benefit and such Permitted Investments shall be held to maturity. All interest and other income (net of the Holders of the Notes, all of the Depositor’s right, title losses and interest in, to and under, whether now owned or existing or hereafter acquired or arising, investment expenses) on funds on deposit in the Reserve Account and shall, upon the written direction of the Servicer, be paid to the Seller on any Payment Date to the extent that funds on deposit therein, as certified by the Servicer, exceed the Specified Reserve Balance. In the event the Reserve Account Property and all proceeds thereofis no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Reserve Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent).

Reserve Account. (a) The Servicer Tenant shall establisheach month, commencing on or before the Closing Date, Phase 1 Rent Commencement Date and maintain with on the Indenture Trustee in the name and for the benefit first day of each calendar month thereafter of the Trust at Lease term, deposit into a segregated, interest bearing bank account in a federally insured bank or savings institute an Eligible Institution amount equal to one percent (which shall initially be 1%) of the Indenture Trustee) a segregated trust account designated as monthly rent due for that month, to provide for future replacements to improvements and fixtures within the Reserve Account Premises (the “Reserve Account”); provided that if at any time the amount held in the Reserve Account is equal to the product of thirty six months times the amount of the monthly contribution, Tenant’s obligation to make additional deposits shall be temporarily suspended. Tenant’s obligation to make such deposits shall resume at such time as the amount in the Reserve Account drops below such amount. The Reserve Account shall be held in trust for remain the benefit property of the Noteholders and the Depositor. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee; providedTenant, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals but disbursements from the Reserve Account in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account shall be pledged made only by joint check executed by Landlord and Tenant upon the Depositor mutual consent of Landlord and Tenant, which consent shall not be unreasonably withheld, delayed or conditioned. Landlord shall, within ten (10) days after receipt of a written request, either sign any such check or convey in writing to Tenant any objections to signing the check, and shall thereafter diligently work with Tenant to resolve any differences with regard to the Indenture Trustee disbursement. Notwithstanding the foregoing, if Tenant, pursuant to the Lease, is required to make certain repairs, improvements, or replacements to the Premises or Common Area but fails to do so within the time allowed hereunder (subject to any applicable cure period), then Landlord, as provided under the Lease, may make such repairs, improvements, or replacements, and may disburse funds from the Reserve Account, without Tenant’s consent or signature on the disbursement check(s), to pay for the benefit cost of the Noteholders (the “Reserve Account Property”)repairs, improvements, or replacements. Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under Any amount in the Reserve Account and remaining at the Reserve Account Property to the Indenture Trustee on behalf expiration of the Noteholders to secure its obligations under Lease shall remain the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit property of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereofTenant.

Reserve Account. (a) The Servicer shall establishSeller shall, on or before prior to the Closing Date, establish and maintain with a segregated trust account in the name of the Indenture Trustee in the name and for the benefit of the at a Qualified Institution or Qualified Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the Reserve Account (the “"Reserve Account”). The Reserve Account shall be held in trust for the benefit of the Noteholders and the Depositor. ." The Reserve 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 Reserve Account in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall Seller will deposit the Initial Reserve Account Initial Deposit into the Reserve Account. All Account from the net proceeds of the Depositor’s rightsale of the Notes. On each Subsequent Transfer Date, title and interest the Seller shall deposit to the Reserve Account has been conveyed an amount equal to the applicable Subsequent Reserve Amount Deposit. It shall be a condition to the purchase by the Depositor to Trust of Subsequent Receivables from the Trust pursuant to Section 2.1 Seller with funds on deposit in the Pre-Funding Account that the Seller make such deposit. The Reserve Account and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “"Reserve Account Property”") has been conveyed by the Seller to the Trust pursuant to Section 2.1(a). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants Reserve Account Property shall, to the Indenture Trustee on extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Closing Servicer, by the bank or trust company then maintaining the Reserve Account, in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date, as Indenture Trustee for the benefit and such Permitted Investments shall be held to maturity. All interest and other income (net of the Holders of the Notes, all of the Depositor’s right, title losses and interest in, to and under, whether now owned or existing or hereafter acquired or arising, investment expenses) on funds on deposit in the Reserve Account and shall, upon the written direction of the Servicer, be paid to the Seller on any Payment Date to the extent that funds on deposit therein, as certified by the Servicer, exceed the Specified Reserve Balance. In the event the Reserve Account Property and all proceeds thereofis no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Reserve Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent).

Reserve Account. (a) The Servicer shall establishSeller shall, on or before prior to the Closing Date, establish and maintain with a segregated trust account in the name of the Indenture Trustee in the name and for the benefit of the at a Qualified Institution or Qualified Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the Reserve Account (the “"Reserve Account”). The Reserve Account shall be held in trust for the benefit of the Noteholders and the Depositor. ." The Reserve 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 Reserve Account in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall Seller will deposit the Initial Reserve Account Initial Deposit into the Reserve Account. All Account from the net proceeds of the Depositor’s right, title and interest to sale of the Notes. The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “"Reserve Account Property”") has been conveyed by the Seller to the Trust pursuant to Section 2.1(a). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants Reserve Account Property shall, to the Indenture Trustee on extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Closing Servicer, by the bank or trust company then maintaining the Reserve Account, in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date, as Indenture Trustee for the benefit and such Permitted Investments shall be held to maturity. All interest and other income (net of the Holders of the Notes, all of the Depositor’s right, title losses and interest in, to and under, whether now owned or existing or hereafter acquired or arising, investment expenses) on funds on deposit in the Reserve Account and shall, upon the written direction of the Servicer, be paid to the Seller on any Payment Date to the extent that funds on deposit therein, as certified by the Servicer, exceed the Specified Reserve Balance. In the event the Reserve Account Property and all proceeds thereofis no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Reserve Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent).

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the earlier of (i) the first Transfer Date with respect to the Rapid Accumulation Period and (ii) the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under subsection 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsections 4.09(a)(i) and (ii); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) the first Transfer Date with respect to the Rapid Accumulation Period, (iii) the first Transfer Date with respect to the Rapid Amortization Period, and (iv) the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 2000-I Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereofSECTION 4.16.

Reserve Account. (att) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (uu) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. No Permitted Investment shall be disposed of prior to its maturity. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (vv) On or before each Transfer Date with respect to the Controlled Accumulation Period prior to the payment in full of the Class A Investor Interest and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the Principal Funding Investment Shortfall with respect to each Transfer Date with respect to the Controlled Accumulation Period or the first Transfer Date with respect to the Rapid Amortization Period; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (ww) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer), deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. (xx) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On instructions of the Closing DateServicer, the Depositor shall deposit the Initial Reserve Account Deposit into withdraw from the Reserve Account. All of , and pay in accordance with the Depositor’s rightLoan Agreement, title and interest an amount equal to the such Reserve Account has been conveyed by Surplus. (yy) Upon the Depositor earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Class A Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 1996-K Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and pay in accordance with the Loan Agreement, all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereofthis Series Supplement.

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the earlier of (i) the first Transfer Date with respect to the Rapid Accumulation Period and (ii) the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsections 4.09(a)(i) and (ii); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) the first Transfer Date with respect to the Rapid Accumulation Period, (iii) the first Transfer Date with respect to the Rapid Amortization Period, and (iv) the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 1999-I Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereofSECTION 4.16.

Reserve Account. (auu) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (vv) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. No Permitted Investment shall be disposed of prior to its maturity. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (ww) On or before each Transfer Date with respect to the Controlled Accumulation Period prior to the payment in full of the Class A Investor Interest and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the Principal Funding Investment Shortfall with respect to each Transfer Date with respect to the Controlled Accumulation Period or the first Transfer Date with respect to the Rapid Amortization Period; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (xx) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer), deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. (yy) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On instructions of the Closing DateServicer, the Depositor shall deposit the Initial Reserve Account Deposit into withdraw from the Reserve Account. All of , and pay in accordance with the Depositor’s rightLoan Agreement, title and interest an amount equal to the such Reserve Account has been conveyed by Surplus. (zz) Upon the Depositor earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Class A Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 1996-L Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and pay in accordance with the Loan Agreement, all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereofthis Series Supplement.

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsection 4.09(a)(i); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 1999-D Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.SECTION 4.16

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsection 4.09(a)(i); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 1999-H Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.SECTION 4.16

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and for "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the benefit corporate trust department of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account , which shall be designated as the "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for , the benefit of the Noteholders and the Depositor"Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by the Depositor, by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the next Payment Date or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. If __________ is the Indenture Trustee, in the absence of written direction, all funds shall be invested in the __________. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account Property shall be deposited therein. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Depositor. In the event the Reserve 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 Owner Trustee's assistance as necessary, cause an Eligible Deposit Account to be established as the Reserve Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and all proceeds thereofgive written notice of the location and account number of such account to the Indenture Trustee.

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsection 4.09(a)(i); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 1999-E Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.SECTION 4.16

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the earlier of (i) the first Transfer Date with respect to the Rapid Accumulation Period and (ii) the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsections 4.09(a)(i) and (ii); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) the first Transfer Date with respect to the Rapid Accumulation Period, (iii) the first Transfer Date with respect to the Rapid Amortization Period, and (iv) the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 1999-M Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereofSECTION 4.16.

Reserve Account. (att) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (uu) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. No Permitted Investment shall be disposed of prior to its maturity. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (vv) On or before each Transfer Date with respect to the Controlled Accumulation Period prior to the payment in full of the Class A Investor Interest and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the Principal Funding Investment Shortfall with respect to each Transfer Date with respect to the Controlled Accumulation Period or the first Transfer Date with respect to the Rapid Amortization Period; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (ww) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer), deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. (xx) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On instructions of the Closing DateServicer, the Depositor shall deposit the Initial Reserve Account Deposit into withdraw from the Reserve Account. All of , and pay in accordance with the Depositor’s rightLoan Agreement, title and interest an amount equal to the such Reserve Account has been conveyed by Surplus. (yy) Upon the Depositor earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Class A Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 1996-J Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and pay in accordance with the Loan Agreement, all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereofthis Series Supplement.

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the earlier of (i) the first Transfer Date with respect to the Rapid Accumulation Period and (ii) the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsections 4.09(a)(i) and (ii); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) the first Transfer Date with respect to the Rapid Accumulation Period, (iii) the first Transfer Date with respect to the Rapid Amortization Period, and (iv) the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 1999-G Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereofSECTION 4.16.

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the earlier of (i) the first Transfer Date with respect to the Rapid Accumulation Period and (ii) the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsections 4.09(a)(i) and (ii); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) the first Transfer Date with respect to the Rapid Accumulation Period, (iii) the first Transfer Date with respect to the Rapid Amortization Period, and (iv) the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 2000-A Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereofSECTION 4.16.

Reserve Account. (auu) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (vv) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. No Permitted Investment shall be disposed of prior to its maturity. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (ww) On or before each Transfer Date with respect to the Controlled Accumulation Period prior to the payment in full of the Class A Investor Interest and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the Principal Funding Investment Shortfall with respect to each Transfer Date with respect to the Controlled Accumulation Period or the first Transfer Date with respect to the Rapid Amortization Period; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (xx) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer), deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. (yy) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On instructions of the Closing DateServicer, the Depositor shall deposit the Initial Reserve Account Deposit into withdraw from the Reserve Account. All of , and pay in accordance with the Depositor’s rightLoan Agreement, title and interest an amount equal to the such Reserve Account has been conveyed by Surplus. (zz) Upon the Depositor earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Class A Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 1996-M Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and pay in accordance with the Loan Agreement, all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereofthis Series Supplement.

Reserve Account. (a) The Servicer shall establish, on or before the Closing Date, and maintain with the Indenture Trustee in the name and for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Reserve Account (the “Reserve Account”). The Reserve Account shall be held in trust for the benefit of the Noteholders [and the Swap Counterparty] and the Depositor. The Reserve 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 Reserve Account in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. [All of the Depositor’s right, title and interest to the Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders Noteholders] (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. [The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.]

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the earlier of (i) the first Transfer Date with respect to the Rapid Accumulation Period and (ii) the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsections 4.09(a)(i) and (ii); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) the first Transfer Date with respect to the Rapid Accumulation Period, (iii) the first Transfer Date with respect to the Rapid Amortization Period, and (iv) the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 1999-J Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereofSECTION 4.16.

Reserve Account. (att) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (uu) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. No Permitted Investment shall be disposed of prior to its maturity. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (vv) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the Principal Funding Investment Shortfall with respect to each Transfer Date with respect to the Controlled Accumulation Period or the first Transfer Date with respect to the Rapid Amortization Period; provided, however, that such amount will be reduced to the Servicer may make deposits extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to and direct such Transfer Date. (ww) In the Indenture Trustee in writing event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to make withdrawals the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with this Agreement the instructions of the Servicer), and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit deposited into the Reserve Account. All of Finance Charge Account for application in the Depositor’s right, title and interest to the Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.following priority:

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the earlier of (i) the first Transfer Date with respect to the Rapid Accumulation Period and (ii) the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsections 4.09(a)(i) and (ii); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) the first Transfer Date with respect to the Rapid Accumulation Period, (iii) the first Transfer Date with respect to the Rapid Amortization Period, and (iv) the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 2000-E Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereofSECTION 4.16.

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the earlier of (i) the first Transfer Date with respect to the Rapid Accumulation Period and (ii) the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsections 4.09(a)(i) and (ii); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) the first Transfer Date with respect to the Rapid Accumulation Period, (iii) the first Transfer Date with respect to the Rapid Amortization Period, and (iv) the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 1999-B Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereofSECTION 4.16.

Reserve Account. (a) (i) The Servicer shall establishSeller shall, on or before prior to the Closing Date, establish and maintain with an account in the name of the Indenture Trustee in the name and for the benefit of the at a Qualified Institution or Qualified Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account ), which shall be designated as the Reserve Account (the “"Reserve Account”). The Reserve Account shall be held in trust for the benefit of the Noteholders and the Depositor". The Reserve 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 Reserve Account in accordance with this Agreement and the IndentureBasic Documents. On the Closing Date, the Depositor Seller shall deposit the Reserve Initial Reserve Account Deposit into the Reserve AccountAccount from the net proceeds of the sale of the Notes and the Certificates. All of the Depositor’s right, title amounts on deposit in and interest to the Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account shall be pledged by Account, including the Depositor to Reserve Initial Deposit and any Permitted Investments (whether in the Indenture Trustee for form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise), and all proceeds thereof (such amounts, the benefit of the Noteholders (the “"Reserve Account Property”)") shall hereby be sold, conveyed and transferred by the Seller to the Trust. Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its the Trust's obligations under the Notes and the Indenture. The Depositor hereby grants Reserve Account Property shall, to the Indenture Trustee on the Closing Dateextent permitted by applicable law, rules and regulations, be invested, as Indenture Trustee for directed in writing by the benefit of Servicer, by the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the next Distribution Date, and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account Property and all proceeds thereof.shall, upon the written direction of the Servicer, be paid to the Seller on any Distribution Date to the extent funds on deposit therein, as certified by the Servicer, exceed the Specified Reserve Balance. In the event the Reserve Account is no longer to be maintained at , the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Reserve Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsection 4.09(a)(i); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 1999-L Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.SECTION 4.16

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsection 4.09(a)(i); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 2000-C Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.SECTION 4.16

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and for "JPMorgan Chase Bank, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2002-1", initially at the benefit corporate trust department of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account , which shall be designated as the "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for , the benefit of the Noteholders and the Depositor"Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by the Depositor, by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the next Payment Date or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. If JPMorgan Chase Bank is the Indenture Trustee, in the absence of written direction, all funds shall be invested in the JPMorgan Funds. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account Property and all proceeds thereofshall be deposited therein. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event the Reserve 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 Owner Trustee's assistance as necessary, cause an Eligible Deposit Account to be established as the Reserve Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent).

Reserve Account. (a) (i) The Servicer shall establishSeller shall, on or before prior to the Closing Date, establish and maintain with the Indenture Trustee an account in the name and for the benefit of the "The Chase Manhattan Bank as Indenture 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 "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for , the benefit of the Noteholders and the Depositor"Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor Seller shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All Account from the net proceeds of the Depositor’s right, title sale of the Notes and interest to the Certificates. The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by the Seller, by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the Business Day preceding the next Distribution Date, and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account Property and all proceeds thereofshall be deposited therein. In the event the Reserve Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Reserve Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent).

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and for “The Bank of New York, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2007-1”, initially at the benefit corporate trust department of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account , which shall be designated as the Reserve Account (the “Reserve Account” (the Reserve Account, together with the Collection Account (including the Principal Distribution Account), the “Trust Accounts”). The Reserve Account shall be held in trust for the benefit of the Noteholders and the Depositor. The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the “Reserve Account Property”) shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. No checks shall be issued, printed or honored with respect to the Collection Account. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by holders of Certificates holding not less than a majority of the Percentage Interests evidenced by the Certificates, by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the next Payment Date (or in the case of the Special Payment Date, the portion of such funds needed to make final payment on the Class A-1 Notes shall mature not later than the Special Payment Date) or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. If The Bank of New York is the Indenture Trustee, in the absence of written direction, all funds shall be retained uninvested. Additionally, amounts in the Reserve Account Property will be retained uninvested in the circumstances described in Section 8.3(c) of the Indenture. All interest and all proceeds thereofother income (net of losses and investment expenses) on funds on deposit in the Reserve Account shall be deposited therein. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the investment instructions received from holders of the Certificates as provided above. In the event the Reserve 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 Owner Trustee’s assistance as necessary, cause an Eligible Deposit Account to be established as the Reserve Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee.

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and for "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2006-2", initially at the benefit corporate trust department of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account , which shall be designated as the "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for the benefit of the Noteholders ) and the DepositorTemporary Account, the "Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by holders of Certificates holding not less than a majority of the Percentage Interests evidenced by the Certificates, by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the next Payment Date or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. If JPMorgan Chase Bank, National Association is the Indenture Trustee, in the absence of written direction, all funds shall be retained uninvested. Additionally, amounts in the Reserve Account Property will be retained uninvested in the circumstances described in Section 8.3(c) of the Indenture. All interest and all proceeds thereofother income (net of losses and investment expenses) on funds on deposit in the Reserve Account shall be deposited therein. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the investment instructions received from holders of the Certificates as provided above. In the event the Reserve 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 Owner Trustee's assistance as necessary, cause an Eligible Deposit Account to be established as the Reserve Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee.

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under subsection 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsection 4.09(a)(i); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 2000-F Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.SECTION 4.16

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and for “The Bank of New York, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2008-1”, initially at the benefit corporate trust department of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account , which shall be designated as the Reserve Account (the “Reserve Account” (the Reserve Account, together with the Collection Account (including the Principal Distribution Account), the “Trust Accounts”). The Reserve Account shall be held in trust for the benefit of the Noteholders and the Depositor. The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the “Reserve Account Property”) shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest in, all deposits to and under, whether now owned or existing or hereafter acquired or arising, withdrawals from the Reserve Account shall be made only upon the terms and conditions of the Basic Documents. No checks shall be issued, printed or honored with respect to the Reserve Account. The Reserve Account Property shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by holders of Certificates holding not less than a majority of the Percentage Interests evidenced by the Certificates, by the bank or trust company then maintaining the Reserve Account Property in Permitted Investments that mature so that funds will be available by 11:00 a.m. New York City time on the next Payment Date or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. If The Bank of New York is the Indenture Trustee, in the absence of written direction, all proceeds thereoffunds shall be retained uninvested. Additionally, amounts in the Reserve Account will be retained uninvested in the circumstances described in Section 8.3(c) of the Indenture. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account shall be deposited therein. For the avoidance of doubt, with respect to each Payment Date, any interest and other income earned on funds in deposit in the Reserve Account from the Business Day prior to such Payment Date through such Payment Date shall be deposited into the Reserve Account. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the investment instructions received from holders of the Certificates as provided above. In the event the Reserve 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 Owner Trustee’s assistance as necessary, cause an Eligible Deposit Account to be established as the Reserve Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee.

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and for "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2005-1", initially at the benefit corporate trust department of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account , which shall be designated as the "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for , the benefit of the Noteholders and the Depositor"Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by the Depositor, by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the next Payment Date or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. If JPMorgan Chase Bank, National Association is the Indenture Trustee, in the absence of written direction, all funds shall be retained uninvested. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account Property shall be deposited therein. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Depositor. In the event the Reserve 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 Owner Trustee's assistance as necessary, cause an Eligible Deposit Account to be established as the Reserve Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and all proceeds thereofgive written notice of the location and account number of such account to the Indenture Trustee.

Reserve Account. (a) (i) The Servicer shall establishSeller shall, on or before prior to the Closing Date, establish and maintain with the Indenture Trustee an account in the name and for the benefit of the "The Chase Manhattan Bank as Indenture 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 "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for , the benefit of the Noteholders and the Depositor"Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor Seller shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All Account from the net proceeds of the Depositor’s right, title sale of the Notes and interest to the Certificates. The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from therefrom shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by the Seller, by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the Business Day preceding the next Distribution Date, and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account Property and all proceeds thereofshall be deposited therein. In the event the Reserve Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Reserve Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent).

Reserve Account. (auu) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (vv) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. No Permitted Investment shall be disposed of prior to its maturity. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (ww) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the Principal Funding Investment Shortfall with respect to each Transfer Date with respect to the Controlled Accumulation Period or the first Transfer Date with respect to the Rapid Amortization Period; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (xx) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer), and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) the amount treated as Class A Available Funds pursuant to subsection 4.14(b)(i), shall be treated as Class A Available Funds to be applied pursuant to subsection 4.09(a)(i); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) the amount treated as Class B Available Funds pursuant to subsection 4.14(b)(ii), shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (yy) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On instructions of the Closing DateServicer, the Depositor shall deposit the Initial Reserve Account Deposit into withdraw from the Reserve Account. All of , and pay in accordance with the Depositor’s rightLoan Agreement, title and interest an amount equal to the such Reserve Account has been conveyed by Surplus. (zz) Upon the Depositor earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 1997-E Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and pay in accordance with the Loan Agreement, all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.SECTION 4.16

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under subsection 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsection 4.09(a)(i); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 2000-G Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.SECTION 4.16

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and “The Bank of New York, as Indenture Trustee, as secured party for USAA Auto Owner Trust 2008-2”, initially at the benefit corporate trust department of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account , which shall be designated as the Reserve Account (the “Reserve Account” (the Reserve Account, together with the Collection Account (including the Principal Distribution Account), the “Trust Accounts”). The Reserve Account shall be held in trust for the benefit of the Noteholders and the Depositor. The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The documentation pursuant to which the Reserve Account will be established and maintained specifies New York law as the Indenturegoverning law. In addition, the Reserve Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are Outstanding (i) to the extent the Reserve Account is a securities account, it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer and (ii) to the extent the Reserve Account is a deposit account, it will comply with instructions directing disposition of funds in the account originated by the Indenture Trustee without further consent of the Issuer. On the Closing Date, the Depositor shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the “Reserve Account Property”) shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest in, all deposits to and under, whether now owned or existing or hereafter acquired or arising, withdrawals from the Reserve Account shall be made only upon the terms and conditions of the Basic Documents. No checks shall be issued, printed or honored with respect to the Reserve Account. The Reserve Account Property shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by holders of Certificates holding not less than a majority of the Percentage Interests evidenced by the Certificates, by the bank or trust company then maintaining the Reserve Account Property in Permitted Investments that mature so that funds will be available by 11:00 a.m. New York City time on the next Payment Date or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. If The Bank of New York is the Indenture Trustee, in the absence of written direction, all proceeds thereoffunds shall be retained uninvested. Additionally, amounts in the Reserve Account will be retained uninvested in the circumstances described in Section 8.3(c) of the Indenture. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account shall be deposited therein. For the avoidance of doubt, with respect to each Payment Date, any interest and other income earned on funds in deposit in the Reserve Account from the Business Day prior to such Payment Date through such Payment Date shall be deposited into the Reserve Account. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the investment instructions received from holders of the Certificates as provided above. In the event the Reserve 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 Owner Trustee’s assistance as necessary, cause an Eligible Deposit Account to be established as the Reserve Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee.

Reserve Account. (ayy) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (zz) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. No Permitted Investment shall be disposed of prior to its maturity. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (aaa) On or before each Transfer Date with respect to the Controlled Accumulation Period, on or before the first Transfer Date with respect to the Rapid Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period if such Rapid Amortization Period commences prior to the commencement of the Rapid Accumulation Period, the Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the Principal Funding Investment Shortfall with respect to the related Transfer Date; provided, however, that such amount will be reduced to the Servicer may make deposits extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to and direct such Transfer Date. (bbb) In the Indenture Trustee in writing event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to make withdrawals the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with this Agreement the instructions of the Servicer), and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit deposited into the Reserve Account. All of Finance Charge Account for application in the Depositor’s right, title and interest to the Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.following priority:

Reserve Account. (ayy) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (zz) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. No Permitted Investment shall be disposed of prior to its maturity. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (aaa) On or before each Transfer Date with respect to the Controlled Accumulation Period, on or before the first Transfer Date with respect to the Rapid Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period if such Rapid Amortization Period commences prior to the commencement of the Rapid Accumulation Period, the Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the Principal Funding Investment Shortfall with respect to the related Transfer Date; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (bbb) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer), and deposited into the Finance Charge Account for application in the following priority: (i) an amount, up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) the amount treated as Class A Available Funds pursuant to subsection 4.14(b)(i), shall be treated as Class A Available Funds to be applied pursuant to subsections 4.09(a)(i) and (ii); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) the amount treated as Class B Available Funds pursuant to subsection 4.14(b)(ii), shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (ccc) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On instructions of the Closing DateServicer, the Depositor shall deposit the Initial Reserve Account Deposit into withdraw from the Reserve Account. All of , and treat as Excess Spread to be applied in accordance with the Depositor’s rightpriority set forth in subsections 4.11(j) through (m), title and interest an amount equal to the such Reserve Account has been conveyed by Surplus. (ddd) Upon the Depositor earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) the first Transfer Date with respect to the Rapid Accumulation Period, (iii) the first Transfer Date with respect to the Rapid Amortization Period, and (iv) the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 1997-F Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and treat as Excess Spread to be applied in accordance with the priority set forth in subsections 4.11(j) through (m), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.SECTION 4.16

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. No Permitted Investment shall be disposed of prior to its maturity. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period, on or before the first Transfer Date with respect to the Rapid Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period if such Rapid Amortization Period commences prior to the commencement of the Rapid Accumulation Period, the Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the Principal Funding Investment Shortfall with respect to the related Transfer Date; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer), and deposited into the Finance Charge Account for application in the following priority: (i) an amount, up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) the amount treated as Class A Available Funds pursuant to subsection 4.14(b)(i), shall be treated as Class A Available Funds to be applied pursuant to subsections 4.09(a)(i) and (ii); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) the amount treated as Class B Available Funds pursuant to subsection 4.14(b)(ii), shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On instructions of the Closing DateServicer, the Depositor shall deposit the Initial Reserve Account Deposit into withdraw from the Reserve Account. All of , and treat as Excess Spread to be applied in accordance with the Depositor’s rightpriority set forth in subsections 4.11(j) through (m), title and interest an amount equal to the such Reserve Account has been conveyed by Surplus. (f) Upon the Depositor earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) the first Transfer Date with respect to the Rapid Accumulation Period, (iii) the first Transfer Date with respect to the Rapid Amortization Period, and (iv) the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 1997-I Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and treat as Excess Spread to be applied in accordance with the priority set forth in subsections 4.11(j) through (m), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.SECTION 4.16

Reserve Account. (a) The Servicer shall establishServicer, on or before the Closing Date, and maintain with the Indenture Trustee in the name and for the benefit of the Trust at Beneficiaries, shall establish and maintain in the United States, in the name of the Trustee, on behalf of the Trust, a segregated trust account with an Eligible institution which is and continues to be a Qualified Depository Institution (which shall initially be the Indenture Trustee) ), bearing a segregated trust account designated as designation clearly indicating that the Reserve Account (the “Reserve Account”). The Reserve Account shall be funds deposited therein are held in trust for the benefit of the Noteholders and Beneficiaries (the Depositor"RESERVE ACCOUNT"). On the Closing Date, the Transferor shall deposit to the Reserve Account immediately available funds in an amount equal to the Reserve Account Required Balance. The Trustee, for the benefit of the Beneficiaries, shall possess all right, title and interest in all funds on deposit from time to time in the Reserve Account and in all proceeds thereof. Without limiting the rights of the Servicer set forth in Section 3.06(b) below, the Reserve 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 Reserve Account in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”)Beneficiaries. Pursuant to the IndentureExcept as expressly provided in this Agreement, the Trust will pledge all of its right, title and interest in, Servicer agrees that it shall have no right to and under deduct from any funds held in the Reserve Account and for any amount owed to it by the Trustee, the Trust, the Transferor, any Originator or any Certificateholder. If at any time the institution holding the Reserve Account Property ceases to be a Qualified Depository Institution the Indenture Trustee Transferor shall notify the Trustee, and the Trustee, upon notice by the Servicer (or the Servicer on behalf its behalf) shall promptly establish a new Reserve Account with a Qualified Depository Institution meeting the conditions specified above, and shall transfer any cash or any investments to such new Reserve Account and, from the date such new Reserve Account is established, it shall be the "Reserve Account." The Trustee, at the written direction of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing DateServicer, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, shall make deposits to and under, whether now owned or existing or hereafter acquired or arising, withdrawals from the Reserve Account from time to time, at such time and the Reserve Account Property and all proceeds thereoffor distributions pursuant to Section 3.04 of amounts allocated pursuant to Section 3.03 hereof.

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and for "The Bank of New York, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2006-4", initially at the benefit corporate trust department of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account , which shall be designated as the "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for , the benefit of the Noteholders and the Depositor"Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by holders of Certificates holding not less than a majority of the Percentage Interests evidenced by the Certificates, by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the next Payment Date (or in the case of the Special Payment Date, the portion of such funds needed to make final payment on the Class A-1 Notes shall mature not later than the Business Day immediately prior to the Special Payment Date) or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. If The Bank of New York is the Reserve Account Property and Indenture Trustee, in the absence of written direction, all proceeds thereof.funds shall be retained

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and for "JPMorgan Chase Bank as Indenture Trustee, as secured party from USAA Auto Owner Trust 2001-2", initially at the benefit corporate trust department of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account , which shall be designated as the "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for , the benefit of the Noteholders and the Depositor"Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor Seller shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by the Seller, by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the next Payment Date or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. If JPMorgan Chase Bank is the Indenture Trustee, in the absence of written direction, all funds shall be invested in the JPMorgan Funds. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account Property and all proceeds thereofshall be deposited therein. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event the Reserve Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Seller shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause an Eligible Deposit Account to be established as the Reserve Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent).

Reserve Account. (a) (i) The Servicer shall establishSeller shall, on or before prior to the Closing Date, establish and maintain with the Indenture Trustee an account in the name and for the benefit of the "The Chase Manhattan Bank as Indenture 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 "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for , the benefit of the Noteholders and the Depositor"Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor Seller shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All Account from the net proceeds of the Depositor’s right, title sale of the Notes and interest to the Certificates. The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from therefrom shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by the Seller, by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account and in Permitted Investments that mature not later than the Reserve Account Property and all proceeds thereof.Business Day preceding the next Distribution

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and for "JPMorgan Chase Bank, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2003-1", initially at the benefit corporate trust department of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account , which shall be designated as the "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for , the benefit of the Noteholders and the Depositor"Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by the Depositor, by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the next Payment Date or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. If JPMorgan Chase Bank is the Indenture Trustee, in the absence of written direction, all funds shall be invested in the JPMorgan Funds. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account Property shall be deposited therein. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Depositor. In the event the Reserve 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 Owner Trustee's assistance as necessary, cause an Eligible Deposit Account to be established as the Reserve Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and all proceeds thereofgive written notice of the location and account number of such account to the Indenture Trustee.

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under subsection 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsection 4.09(a)(i); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 2000-D Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.SECTION 4.16

Reserve Account. (a) (i) The Servicer shall establishSeller shall, on or before prior to the Closing Date, establish and maintain with the Indenture Trustee an account in the name and for the benefit of the "The Chase Manhattan Bank as Indenture Trustee, as secured party from Ford Credit Auto Owner Trust 1999-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 "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for , the benefit of the Noteholders and the Depositor"Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor Seller shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All Account from the net proceeds of the Depositor’s right, title sale of the Notes and interest to the Certificates. The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from therefrom shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by the Seller, by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the Business Day preceding the next Distribution Date, and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account Property and all proceeds thereofshall 21 be deposited therein. In the event the Reserve Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Reserve Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent).

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under subsection 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsection 4.09(a)(i); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 2000-K Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.SECTION 4.16

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee Trustee, in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as the Reserve Account (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Transferor shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. No Permitted Investment shall be disposed of prior to its maturity. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period prior to the payment in full of the Class A Investor Interest and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the Principal Funding Investment Shortfall with respect to each Transfer Date with respect to the Controlled Accumulation Period or the first Transfer Date with respect to the Rapid Amortization Period; provided, however, that such amount will be reduced to the Servicer may make deposits extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to and direct such Transfer Date. (d) In the Indenture Trustee in writing event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to make withdrawals the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with this Agreement and the Indenture. On instructions of the Closing DateServicer), the Depositor shall deposit the Initial Reserve Account Deposit deposited into the Reserve Account. All of the Depositor’s right, title and interest to the Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Finance Charge Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing included in Class A Available Funds for such Transfer Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and for "[ ] as Indenture Trustee, as secured party from USAA Auto Owner Trust [ ]", initially at the benefit corporate trust department of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account , which shall be designated as the "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for , the benefit of the Noteholders and the Depositor"Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor Seller shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by the Seller, by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the next Payment Date or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. If JPMorgan Chase Bank is the Indenture Trustee, in the absence of written direction, all funds shall be invested in the JPMorgan Funds. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account Property and all proceeds thereofshall be deposited therein. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event the Reserve Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Seller shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause an Eligible Deposit Account to be established as the Reserve Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent).

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsection 4.09(a)(i); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 1999-A Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.SECTION 4.16

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and for "The Chase Manhattan Bank as Indenture Trustee, as secured party from USAA Auto Owner Trust 2001-1", initially at the benefit corporate trust department of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account , which shall be designated as the "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for , the benefit of the Noteholders and the Depositor"Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor Seller shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by the Seller, by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the next Payment Date or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. If The Chase Manhattan Bank is the Indenture Trustee, in the absence of written direction, all funds shall be invested in the JPMorgan Fund. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account Property and all proceeds thereofshall be deposited therein. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event the Reserve Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Seller shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause an Eligible Deposit Account to be established as the Reserve Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent).

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and for "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2005-4", initially at the benefit corporate trust department of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account , which shall be designated as the "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for the benefit of the Noteholders ) and the DepositorYield Supplement Account, the "Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by the Depositor, by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the next Payment Date or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. If JPMorgan Chase Bank, National Association is the Indenture Trustee, in the absence of written direction, all funds shall be retained uninvested. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account Property shall be deposited therein. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Depositor. In the event the Reserve 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 Owner Trustee's assistance as necessary, cause an Eligible Deposit Account to be established as the Reserve Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and all proceeds thereofgive written notice of the location and account number of such account to the Indenture Trustee.

Reserve Account. (auu) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (vv) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. No Permitted Investment shall be disposed of prior to its maturity. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (ww) On or before each Transfer Date with respect to the Controlled Accumulation Period prior to the payment in full of the Class A Investor Interest and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the Principal Funding Investment Shortfall with respect to each Transfer Date with respect to the Controlled Accumulation Period or the first Transfer Date with respect to the Rapid Amortization Period; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (xx) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer), deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. (yy) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On instructions of the Closing DateServicer, the Depositor shall deposit the Initial Reserve Account Deposit into withdraw from the Reserve Account. All of , and pay in accordance with the Depositor’s rightLoan Agreement, title and interest an amount equal to the such Reserve Account has been conveyed by Surplus. (zz) Upon the Depositor earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Class A Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 1996-H Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and pay in accordance with the Loan Agreement, all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereofthis Series Supplement.

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under subsection 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsection 4.09(a)(i); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 2000-H Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.SECTION 4.16

Reserve Account. (a) The Servicer Trust shall establish, or shall cause to be established, on or before the Closing Date, and shall maintain with in the name of the Indenture Trustee in the name and for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Reserve Account (the “Reserve Account”). The Reserve Account shall be held in trust for the benefit of the Noteholders Class A Noteholders, the Servicer and the DepositorInsurer. The Reserve 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 Reserve Account in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor Trust shall deposit the Initial Reserve Account Deposit into the Reserve Account. All Account from the net proceeds of the Depositor’s rightsale of the Notes. On each Additional Contract Purchase Date, title and interest to the Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account shall be pledged funded by deposits from proceeds of the sale by the Depositor of Additional Contracts to the Indenture Trustee for the benefit Trust in an amount equal to 0.5% of the Noteholders (aggregate Principal Balance of the “Reserve Account Property”)Additional Contracts as of the applicable Cut-Off Date. Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf for the benefit of the Class A Noteholders and the Insurer to secure its obligations under the Class A Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and for "[ ], as Indenture Trustee, as secured party from Whole Auto Loan Trust [ ]", initially at the benefit corporate trust department of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account , which shall be designated as the "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for , the benefit of the Noteholders and the Depositor"Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by the Depositor, by [ ] or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the next Payment Date or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. If [ ] is the Indenture Trustee, in the absence of written direction, all funds shall be invested in the [ ]. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account Property and all proceeds thereofshall be deposited therein. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event the Reserve 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 Owner Trustee's assistance as necessary, cause an Eligible Deposit Account to be established as the Reserve Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent).

Reserve Account. (auu) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (vv) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. No Permitted Investment shall be disposed of prior to its maturity. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (ww) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the Principal Funding Investment Shortfall with respect to each Transfer Date with respect to the Controlled Accumulation Period or the first Transfer Date with respect to the Rapid Amortization Period; provided, however, that such amount will be reduced to the Servicer may make deposits extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to and direct such Transfer Date. (xx) In the Indenture Trustee in writing event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to make withdrawals the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with this Agreement the instructions of the Servicer), and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit deposited into the Reserve Account. All of Finance Charge Account for application in the Depositor’s right, title and interest to the Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.following priority:

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and for "The Chase Manhattan Bank as Indenture Trustee, as secured party from USAA Auto Owner Trust 2000-1", initially at the benefit corporate trust department of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account , which shall be designated as the "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for , the benefit of the Noteholders and the Depositor"Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor Seller shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by the Seller, by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the next Payment Date or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. If The Chase Manhattan Bank is the Indenture Trustee, in the absence of written direction, all funds shall be invested in the Chase Vista money market fund. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account Property and all proceeds thereofshall be deposited therein. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event the Reserve Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Seller shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause an Eligible Deposit Account to be established as the Reserve Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent).

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under subsection 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsection 4.09(a)(i); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 2001-B Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.SECTION 4.16

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and for "________________ as Indenture Trustee, as secured party from USAA Auto Owner Trust _______", initially at the benefit corporate trust department of the Trust at an Eligible Institution (__________________), which shall initially be the Indenture Trustee) a segregated trust account designated as the "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for , the benefit of the Noteholders and the Depositor"Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor Seller shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by the Seller, by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the next Payment Date or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. [In the absence of written direction, all funds shall be invested in the Chase Vista money market fund.] All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account Property and all proceeds thereofshall be deposited therein. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event the Reserve Account is no longer to be maintained at the corporate trust department of ___________________, the Seller shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause an Eligible Deposit Account to be established as the Reserve Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent).

Reserve Account. (a) (i) The Servicer shall establishSeller shall, on or before prior to the Closing Date, establish and maintain with an account in the name of the Indenture Trustee in the name and for the benefit of the at a Qualified Institution or Qualified Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of Bank of Tokyo - Mitsubishi Trust Company), which shall be designated as the Reserve Account (the “"Reserve Account”). The Reserve Account shall be held in trust for the benefit of the Noteholders and the Depositor". The Reserve 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 Reserve Account in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall Seller will deposit the Reserve Initial Reserve Account Deposit into the Reserve AccountAccount from the net proceeds of the sale of the Notes and the Certificates. All of the Depositor’s right, title amounts on deposit in and interest to the Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account shall be pledged by Account, including the Depositor to Reserve Initial Deposit and any Permitted Investments (whether in the Indenture Trustee for form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise), and all proceeds thereof (such amounts, the benefit of the Noteholders (the “"Reserve Account Property”)") shall hereby be sold, conveyed and transferred by the Seller to the Trust. Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants Reserve Account Property shall, to the Indenture Trustee on the Closing Dateextent permitted by applicable law, rules and regulations, be invested, as Indenture Trustee for directed in writing by the benefit of Servicer, by the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date, and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account Property and all proceeds thereofshall, upon the written direction of the Servicer, be paid to the Seller on any Payment Date to the extent funds on deposit therein, as certified by the Servicer, exceed the Specified Reserve Balance. In the event the Reserve Account is no longer to be maintained at the corporate trust department of Bank of Tokyo - Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Reserve Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent).

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and for "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the benefit corporate trust department of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account , which shall be designated as the "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for , the benefit of the Noteholders and the Depositor"Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by the [holders of Certificates holding not less than a majority of the Percentage Interest evidenced by the Certificates] [Depositor], by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the next Payment Date or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. If __________ is the Indenture Trustee, in the absence of written direction, all funds shall be invested in the ____________. Additionally, amounts in the Reserve Account Property will be retained as provided in Section 8.3(c) of the Indenture. All interest and all proceeds thereofother income (net of losses and investment expenses) on funds on deposit in the Reserve Account shall be deposited therein. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the [investment instructions received from holders of the Certificates as provided above] [Depositor]. In the event the Reserve 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 Owner Trustee's assistance as necessary, cause an Eligible Deposit Account to be established as the Reserve Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee.

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and for "JPMorgan Chase Bank, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2004-1", initially at the benefit corporate trust department of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account , which shall be designated as the "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for , the benefit of the Noteholders and the Depositor"Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by the Depositor, by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the next Payment Date or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. If JPMorgan Chase Bank is the Indenture Trustee, in the absence of written direction, all funds shall be invested in the JPMorgan Funds. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account Property shall be deposited therein. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Depositor. In the event the Reserve 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 Owner Trustee's assistance as necessary, cause an Eligible Deposit Account to be established as the Reserve Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and all proceeds thereofgive written notice of the location and account number of such account to the Indenture Trustee.

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited into the Finance Charge Account for application in the following priority: (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant to subsection 4.09(a)(i); and (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All instructions of the Depositor’s rightServicer, title and interest to shall withdraw from the Reserve Account has been conveyed by and distribute to the Depositor Collateral Interest Holder in accordance with subsection 5.01(c), an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 2000-B Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenturethis Series Supplement. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereof.SECTION 4.16

Reserve Account. (a) The Servicer shall establish, on or before Stockholders hereby authorize the Closing Date, and maintain with the Indenture Trustee in the name and for the benefit of the Trust at Stockholders’ Representative to establish an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Reserve Account (the “Reserve Account”). ) for the purposes set forth in this Article X. The Stockholders’ Representative hereby is authorized to use the funds in the Reserve Account shall be held to satisfy (i) all costs and expenses of the Stockholders’ Representative on behalf of itself as the Stockholders’ Representative or other obligations or expenses in trust each case incurred by the Stockholders’ Representative in connection with the performance of its duties for the benefit of the Noteholders Stockholders and Option Holders (including, the Depositorfees and expenses of attorneys, accountants and other representatives of the Stockholders or the Stockholders’ Representative), and (ii) for any other purpose reasonably determined by the Stockholders’ Representative relating to its obligations to the Stockholders and/or the Stockholders’ or Option Holders’ obligations pursuant to this Agreement or any other Acquisition Document. The Any funds remaining in the Reserve Account as of the date (the “Reserve Termination Date”) on which the Stockholders’ Representative reasonably and in good faith determines to release the Reserve Account (which determination shall be based upon the status of any remaining obligations, claims or potential claims of the Stockholders’ Representative pursuant to this Agreement or any other Acquisition Document), shall be distributed (x) to the Stockholders pursuant to their respective Allocable Portions (or, in the event that any such Stockholder shall have not complied with the procedures set forth in Section 2.07, such Stockholder’s Allocable Portion of such funds remaining in the Reserve Account shall instead be under deposited with the sole dominion Exchange Agent and control of treated in accordance with Section 2.07); and (y) to the Indenture TrusteeCompany (for payment to the Option Holders through the Company’s payroll in accordance with Section 2.13); provided, however, that the Servicer Stockholders’ Representative may make deposits to and direct in its reasonable discretion authorize the Indenture Trustee in writing to make withdrawals from distribution of all or part of the Reserve Account in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest prior to the Reserve Account has been conveyed by the Depositor Termination Date. Each Stockholder and Option Holder shall be responsible to pay to the Trust Stockholders’ Representative upon demand any amounts required in excess of the Reserve Account (including pursuant to Section 2.1 10.03) based on the Stockholders’ respective Allocable Portions, and all amounts, securities, investments, financial assets and other property deposited in or credited as to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the IndentureOption Holders, the Trust will pledge all of its right, title and interest in, to and Option Holders’ respective portions as determined under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereofSection 2.13.

Reserve Account. (a) The Servicer Trustee shall establish, on or before the Closing Date, establish and maintain with a Qualified Institution, which may be the Indenture Trustee in the name and of the Trust, on behalf of the Trust, for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Investor Certificateholders, a segregated trust account designated as with the Reserve Account corporate trust department of such Qualified Institution (the “"Reserve Account”"). The Reserve Account shall be , bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the DepositorReserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Reserve Account ceases to be a Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.11(i). (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. No Permitted Investment shall be disposed of prior to its maturity. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class A Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the Principal Funding Investment Shortfall with respect to each Transfer Date with respect to the Controlled Accumulation Period or the first Transfer Date with respect to the Rapid Amortization Period; provided, however, that such amount will be reduced to the Servicer may make extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date. (d) In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer), and deposited into the Finance Charge Account for application in the following priority: (i) an amount equal to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) the amount treated as Class A Available Funds pursuant to subsection 4.14(b)(i), shall be treated as Class A Available Funds to be applied pursuant to subsection 4.09(a)(i); (ii) an amount equal to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) the amount treated as Class B Available Funds pursuant to subsection 4.14(b)(ii), shall be treated as Class B Available Funds to be applied pursuant to subsection 4.09(b)(i); and (iii) the balance, if any, shall be treated as Class C Available Funds to be applied pursuant to subsection 4.09(c). (e) In the event that the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Trustee, acting in accordance with this Agreement and the Indenture. On instructions of the Closing DateServicer, the Depositor shall deposit the Initial Reserve Account Deposit into withdraw from the Reserve Account. All of , and treat as Excess Spread to be applied in accordance with the Depositor’s rightpriority set in 4.11(j) and (k), title and interest an amount equal to the such Reserve Account has been conveyed by Surplus. (f) Upon the Depositor earliest to occur of (i) the termination of the Trust pursuant to Section 2.1 Article XII of the Agreement, (ii) if the Controlled Accumulation Period has not commenced, the first Transfer Date relating to the Rapid Amortization Period and (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Rapid Amortization Period and the Transfer Date immediately preceding the Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series 1997-B Certificateholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and treat as Excess Spread to be applied in accordance with the priority set in 4.11(j) and (k), all amounts, securitiesif any, investments, financial assets and other property deposited on deposit in or credited to the Reserve Account shall be pledged by the Depositor to the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property shall be deemed to the Indenture Trustee on behalf have terminated for purposes of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereofthis Series Supplement.

Reserve Account. (a) The Servicer shall establishIn order to assure that certain amounts will be available to make required payments to Noteholders, on or before the Closing DateSeller will, pursuant to the Securities Account Control Agreement, establish and maintain with the Indenture Trustee in the name and for the benefit of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) Securities Intermediary a segregated trust account designated as the Reserve Account (the “"Reserve Account”). The Reserve Account shall be held ") in trust for the benefit of the Noteholders and the Depositor. The Reserve Account shall be under the sole dominion and control name of the Indenture Trustee; providedTrustee which will include the money and other property deposited and held therein pursuant to Sections 5.06(c), however, that the Servicer may make deposits to 5.06(d) and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account in accordance with this Agreement and the IndentureSection 5.07. On or prior to the Closing Date, the Depositor Seller shall deposit an amount equal to the Initial Reserve Account Initial Deposit into the Reserve Account. All As and to the extent set forth in Section 5.06(c) or (d), the Relevant Trustee will deposit Available Amounts into the Reserve Account on each Distribution Date as provided in the Servicer's Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Distribution Date, to the extent that amounts in the Collection Account and/or Available Amounts, as the case may be, are insufficient to fully fund the payments and distributions described in clauses (i) through (x) of Section 5.06(c) or clauses (i) through (xi) of Section 5.06(d), the Relevant Trustee will withdraw amounts then on deposit in the Reserve Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Distribution Date, as provided in the Servicer's Certificate, the Relevant Trustee will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Depositor’s rightSpecified Reserve Account Balance. Upon the payment in full of the Notes under the Indenture, title as directed in writing by the Servicer, the Relevant Trustee will release to the Seller any amounts remaining on deposit in the Reserve Account, and interest all rights to the Reserve Account has been conveyed by the Depositor and all other collateral registered or held therein shall revert to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited Seller in or credited accordance with the Securities Account Control Agreement. Upon any such distribution to the Reserve Account shall be pledged by Seller, the Depositor to the Issuer, Owner Trustee, Certificateholders, Indenture Trustee for the benefit of the and Noteholders (the “Reserve Account Property”). Pursuant to the Indenture, the Trust will pledge all of its right, title and interest have no further rights in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Dateor claims to, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and the Reserve Account Property and all proceeds thereofsuch amounts.

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and for "JPMorgan Chase Bank, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2004-2", initially at the benefit corporate trust department of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account , which shall be designated as the "Reserve Account" (the Reserve Account, together with the Collection Account (including the “Reserve Principal Distribution Account”). The Reserve Account shall be held in trust for the benefit of the Noteholders ) and the DepositorYield Supplement Account, the "Trust Accounts"). The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the "Reserve Account Property") shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest inall deposits to and withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. The Reserve Account Property shall, to the extent permitted by applicable law, rules and underregulations, whether now owned be invested, as directed in writing by the Depositor, by the bank or existing or hereafter acquired or arising, trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the next Payment Date or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. If JPMorgan Chase Bank is the Indenture Trustee, in the absence of written direction, all funds shall be retained uninvested. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account Property shall be deposited therein. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Depositor. In the event the Reserve 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 Owner Trustee's assistance as necessary, cause an Eligible Deposit Account to be established as the Reserve Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and all proceeds thereofgive written notice of the location and account number of such account to the Indenture Trustee.

Reserve Account. (a) (i) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain with the Indenture Trustee maintained an Eligible Deposit Account in the name and for “The Bank of New York, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2007-2”, initially at the benefit corporate trust department of the Trust at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account , which shall be designated as the Reserve Account (the “Reserve Account” (the Reserve Account, together with the Collection Account (including the Principal Distribution Account), the “Trust Accounts”). The Reserve Account shall be held in trust for the benefit of the Noteholders and the Depositor. The Reserve 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 Reserve Account in accordance with this Agreement the Basic Documents. The Reserve Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenturegoverning law. In addition, the Reserve 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 Trustee without further consent of the Issuer. On the Closing Date, the Depositor shall deposit the Reserve Initial Reserve Account Deposit into the Reserve Account. All of the Depositor’s right, title and interest to the The Reserve Account has been conveyed by the Depositor to the Trust pursuant to Section 2.1 and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (such amounts, the “Reserve Account Property”) shall be pledged held by the Depositor to the Indenture Trustee as secured party for the benefit of the Noteholders (the “Reserve Account Property”). Pursuant to the Indentureand, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders after payment in full of the Notes, all as agent of the Depositor’s rightOwner Trustee and as part of the Trust Property, title and interest in, all deposits to and under, whether now owned or existing or hereafter acquired or arising, withdrawals from the Reserve Account shall be made only upon the terms and conditions of the Basic Documents. No checks shall be issued, printed or honored with respect to the Reserve Account. The Reserve Account Property shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by holders of Certificates holding not less than a majority of the Percentage Interests evidenced by the Certificates, by the bank or trust company then maintaining the Reserve Account Property in Permitted Investments that mature not later than the next Payment Date or such later date that satisfies the Rating Agency Condition, and such Permitted Investments shall be held to maturity. If The Bank of New York is the Indenture Trustee, in the absence of written direction, all proceeds thereoffunds shall be retained uninvested. Additionally, amounts in the Reserve Account will be retained uninvested in the circumstances described in Section 8.3(c) of the Indenture. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account shall be deposited therein. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the investment instructions received from holders of the Certificates as provided above. In the event the Reserve 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 Owner Trustee’s assistance as necessary, cause an Eligible Deposit Account to be established as the Reserve Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee.