Common use of Accounts Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Accounts. (a) The Servicer Trustee shall establishkeep accurate and detailed accounts of all investments, on or before the Closing Datereceipts and disbursements and other transactions hereunder, and maintain in all accounts, books and records relating thereto shall be open at all reasonable times to inspection and audit by any person designated by the name Company or entitled thereto, under ERISA. Such accounts of all receipts and disbursements shall include accounts of all contributions, distributions, purchases, sales and other transactions of the Indenture Trust Fund. Within 60 days after the close of each fiscal year of the Trust Fund and of any other period agreed upon by the Trustee at an Eligible Institution (which and the Committee the Trustee shall initially be render to the Indenture Trustee) Committee a segregated trust statement of account designated for the Trust Fund for the period commencing with the close of the last preceding period and a list showing each asset thereof as of the Collection Account (close of the “Collection Account”)current period and its cost and fair market value. The Collection Account Trustee shall be held in trust for rely conclusively upon the benefit determination of the Noteholdersissuing insurance company with respect to the fair market value of each insurance contract and upon the determination of the Investment Adviser of each Separate Account with respect to the fair market value of those assets allocated thereto for which the Trustee deems not to have a readily ascertainable value, and the CertificateholdersTrustee shall have no responsibility with respect thereto. An account of the Trustee may be approved by the Committee by written notice delivered to the Trustee or by failure to object to the account by written notice delivered to the Trustee within eighteen (18) months of the date upon which the account was delivered to the Committee. The Collection Account approval of an account shall be under constitute a full and complete discharge to the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part to all matters set forth in that account as if the account had been settled by a court of competent jurisdiction in an action or proceeding to which the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee Company and the Owner Committee were parties. In no event shall the Trustee be precluded from having its accounts settled by a judicial proceeding. Nothing in this article shall relieve the Trustee of any change in the account number responsibility, or location of the Collection Accountliability for any responsibility, under ERISA.

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

Accounts. (a) The Servicer Trustee shall establishestablish and maintain separately with respect to each Trust the Collection Account, on or before the Closing DateFunding Account, if any, and maintain the Certificate Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account, the Funding Account and the Certificate Account shall be under segregated trust accounts established with the trust department of the Trustee. The Servicer shall establish the Lock-Box Account pursuant to the Servicing Agreement. The Lock-Box Account shall be a non-interest bearing account established with a Lock-Box Account Depository, which shall at all times be an Eligible Institution, by the Servicer for the sole dominion and control benefit of the Indenture Trustee; provided, however, that Trust and other holders of retail installment sales contracts originated by Aegis Finance or its Affiliates. All of the Servicer may make deposits to and direct the Indenture Trustee foregoing Accounts shall be Eligible Accounts. (b) Amounts held in writing to make withdrawals from the Collection Account in accordance with this AgreementAccount, the Indenture Certificate Account and the Trust AgreementFunding Account shall be invested by the Trustee, upon the written direction of the Seller, in Eligible Investments. All monies deposited from time Any such investment in the Certificate Account or the Funding Account shall mature no later than (i) one Business Day before the Distribution Date (or Funding Date with respect to time the Funding Account), next succeeding the date of investment or, (ii) in the case of money market fund investments, on such Distribution Date. Any such investment in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than two Business Days before such Distribution Date. Any written investment direction by the Business Day preceding the Distribution Date following the Collection Period during which Seller shall certify that any such investment is madeauthorized by this Section 5.01. Each The Trustee shall have no authority to sell or otherwise dispose of Eligible Investments attributable to funds held in the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If Certificate Account, the Collection Account is no longer or the Funding Account prior to their respective maturity dates. Interest and earnings on investments of funds in any Account shall be maintained credited to and all losses borne by the Account with respect to which they were derived. All accounts with the Trustee must be trust accounts subject to regulations substantially similar to 12 C.F.R. 9.10(b). The Trustee shall not have any responsibility or liability for any investment of moneys at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location direction of the Collection AccountSeller or any loss resulting therefrom.

Accounts. Notwithstanding anything to the contrary contained herein, but subject to the terms of the Manager SNDA, at the direction of the Requisite Lenders issued after the occurrence and during the continuance of an Event of Default, the rights of Loan Parties and each and every other Person (aexcluding Agent) The Servicer with respect to Accounts, upon notice to Loan Parties, shall establish, on or before the Closing Dateimmediately terminate, and maintain no such Person except Agent shall make any further withdrawal therefrom and except with respect to checks initially issued in the name respect of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection such Account (the “Collection Account”)before such notice but presented for payment after such notice. The Collection Account shall be held in trust for the benefit of the NoteholdersThereafter, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer Agent may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in designate such signatories with respect to the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee Accounts as part of the Trust Property Agent may desire, and shall be applied as provided in this Agreement. All deposits to and may make or authorize withdrawals from the Collection Account shall be made only upon Accounts (other than the Tenant Security Account) to pay the Obligations in whole or in part and/or pay operating expenses and capital expenses with respect to the Premises, including the sale and marketing thereof, and/or any other expenses, all as Agent may deem necessary or appropriate and in such order as Agent may elect, subject in each case to the terms and conditions of the Transaction DocumentsManager SNDA. If Agent may notify the Servicer financial institutions in which any Account is required held that Loan Parties no longer have a right to remit collections instruct such financial institution with respect to matters relating to the withdrawal, operation or administration of, or investment or application of funds on deposit in such Account, subject to the terms of the Manager SNDA. Without limiting the foregoing, Agent shall have the right, subject to the terms of the Manager SNDA, to cause the withdrawal of all funds on deposit in any Account and the deposit of such funds in an account established with Agent at any time following receipt by Loan Parties and the financial institution in which such Account is held of a daily basis notice from Agent pursuant to the first sentence Cash Management Agreement with respect to such Account, and Loan Parties hereby authorize and direct such financial institutions to make payment directly to Agent of Section 4.2the funds in or credited to such accounts, all amounts held in or such part thereof as Agent may request. Such financial institution shall have the Collection Account shall, absolute right to rely upon such notice without inquiring as to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each accuracy of the Permitted Investments may be purchased by matters referred to in such notice and the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments depositories shall be held fully protected by Loan Parties in relying upon such written notice from Agent. In the event that Agent delivers such a notice, Agent shall thereafter have the exclusive right to maturityso instruct such financial institution. If the Collection Account is no longer to Nothing in this Section 7.5 shall be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days construed so as to which each Rating Agency shall consent) cause the Collection Account limit or impair Agent’s absolute right to be moved to have a receiver appointed following an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee Event of any change in the account number or location of the Collection AccountDefault.

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

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

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

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

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

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

Accounts. (a) The Servicer shall establish, on On or before prior to the Closing Effective Date, and maintain the Borrower shall establish each Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Borrower and each Account shall be held in a segregated, non-interest bearing trust for account established with the benefit of the NoteholdersSecurities Intermediary, and the Certificateholders. The Collection Account who shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals forward funds from the Collection Account to the Collateral Agent for application by the Collateral Agent pursuant to Section 8.3 and the applicable Monthly Report. If at any time a USActive 31637433.35 -80- Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible Account (with notice to the Investment Manager, the Facility Agent and each Agent), then the Borrower shall cause the Investment Manager to transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. Except as set forth below, amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower or at the direction of the Investment Manager (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset, or (ii) to make a deposit into the Collections Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account in each Eligible Currency is equal to or greater than the Aggregate Unfunded Amount. Following the Facility Termination Date, the Borrower shall cause the Investment Manager to forward any draw request made by an Obligor under a Variable Funding Asset, along with wiring instructions for the applicable Obligor, to the Collateral Custodian (with a copy to the Facility Agent and each Agent) along with an instruction to the Collateral Custodian to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Custodian shall fund such draw request in accordance with this Agreementsuch instructions from the Investment Manager. Following the end of the Revolving Period, if the Borrower shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset and, as of the date of such receipt (and after taking into account such repayment), the Indenture aggregate amount on deposit in the Unfunded Exposure Account in each Eligible Currency is less than the Aggregate Unfunded Amount (the amount of such shortfall, in each case, the “Unfunded Exposure Shortfall”), the Borrower shall cause the Investment Manager to direct the Collateral Custodian to and the Trust Agreement. All monies deposited from time to time Collateral Custodian shall deposit into the Unfunded Exposure Account in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part each Eligible Currency an amount of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant such Principal Collections equal to the first sentence lesser of Section 4.2, all amounts held in (a) the Collection Account shall, to aggregate amount of such Principal Collections and (b) the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountUnfunded Exposure Shortfall.

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

Accounts. (a) The Servicer Borrower shall establishwithin 30 days following the date hereof establish with DBTCA, on or before the Closing Dateas securities intermediary, and maintain two accounts for purposes of this Deed, each in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust Borrower for the benefit of the NoteholdersCollateral Agent, one such account (including any subaccounts therein) being the “Collateral Account” and the Certificateholdersother such account (including any subaccounts therein) being the “Pledged Reserves Account”. The Collection Subject to the provisions of this Deed, each Account shall be under the sole dominion and control of the Indenture Trustee; providedCollateral Agent. DBTCA, howeveras securities intermediary, that shall comply with the Servicer may make deposits instructions of the Collateral Agent with respect to each Account and direct the Indenture Trustee in writing to make withdrawals shall comply with any entitlement order received from the Collection Collateral Agent, without further consent of the Borrower or any other person, with respect to all securities, financial assets or other investment property credited to each Account, and DBTCA, as securities intermediary, will not comply with entitlement orders or instructions concerning either Account or securities, financial assets or other investment property credited thereto originated by the Borrower. Prior to the termination of this Deed and subject to the following provisions of this Section 8, amounts in accordance with this Agreementthe Accounts shall be applied only to pay and discharge Secured Obligations. At the request of the Collateral Agent, the Indenture Borrower agrees promptly to cause each or both Accounts to be opened with and maintained by another bank or banks (the “Depositary”) acceptable to the Collateral Agent and the Trust Agreement. All monies deposited Borrower under an account agreement in form and substance satisfactory to the Collateral Agent and the Borrower and subject to an agreement providing the Collateral Agent with control over each applicable Account and all Collateral credited from time to time thereto, in form and substance similar hereto. Each Account shall at all times be maintained within the Collection United States. The Borrower and DBTCA, as securities intermediary, agree that each Account pursuant to this Agreement shall be held by the Indenture Trustee as part constitutes a “securities account” for purposes of Articles 8 and 9 of the Trust Property Uniform Commercial Code and that, so long as an Account is maintained with DBTCA, as securities intermediary, (i) DBTCA, as securities intermediary, will treat all of the Collateral credited from time to time to such Account as financial assets within the meaning of Article 8 of the Uniform Commercial Code to the fullest extent it may do so under the Uniform Commercial Code, and (ii) DBTCA, as securities intermediary, shall be applied act as provided in this Agreementa securities intermediary with respect to such Account. All deposits For purposes of Articles 8 and 9 of the Uniform Commercial Code, all matters relating to the Collateral and withdrawals from the Collection each Account shall be made only upon governed by the terms and conditions laws of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence State of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountNew York.

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

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

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

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2004-2", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause and give written notice of the Collection Account location and account number of such account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountTrustee.

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

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

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2003-1", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause and give written notice of the Collection Account location and account number of such account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountTrustee.

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

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

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

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

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

Accounts. (a) The Servicer Borrower shall establishopen and shall at all times maintain the Borrower Accounts with MUFG. All cash, on checks, drafts or before other items of payment relating to or constituting payments made in respect of any or all of the Closing DateCollateral, all Collections, and all other proceeds of the Collateral, shall be deposited directly into the Collection Account. Borrower shall maintain in the name effect at all times either (i) instructions to all Account Debtors on Notes Receivable to: (A) make payment of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as any obligations owing to Borrower directly, by ACH transfer or wire transfer, to the Collection Account or to an account held by Servicer (with such account being subject to an account control agreement that is approved by Agent) for prompt remission (but in no event later than two (2) Business Days) to the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control (B) to mail or deliver all checks or other forms of the Indenture Trustee; provided, however, that the Servicer may make deposits payment for amounts owing to and direct the Indenture Trustee Borrower to a post office box or other address approved in writing by Agent, or (ii) enforceable authorizations from Account Debtors permitting Borrower or Servicer to make withdrawals automatically debit payments in respect of all Notes Receivable directly from such Account Debtors’ deposit accounts through the Automated Clearing House (ACH) network or electronic funds transfers. Borrower shall cause all such items referenced in the preceding sentence to be credited either directly to the Collection Account or to an account held by Servicer (with such account being subject to an account control agreement that is approved by Agent) for prompt remission (but in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time no event later than two (2) Business Days) to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided Account. Notwithstanding any other provision contained herein, amounts on deposit in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon applied by the terms Agent to reduce outstanding Advances ratably among the Lenders and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held remaining balance in the Collection Account (if any) shall be swept daily, or with such other frequency has Agent may approve, to the Custodial Account. Other than such transfers to the Custodial Account, neither Borrower, Servicer nor any Person claiming through either shall, or attempt to, withdraw or transfer any portion of the Collection Account, make payments from the Collection Account or issue withdrawal, transfer delivery or other instructions with respect to the Collection Account. If Borrower or any of its Affiliates receives any payments on account of Notes Receivable, Collections or any other Collateral, then Borrower shall hold or cause its Affiliates to hold such payments in trust for Agent and shall promptly (and in no event later than two (2) Business Days after receipt thereof) deposit all such payments, to the extent permitted by applicable lawof Borrower’s rights therein, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of into the Collection Account.

Accounts. (a) The On or prior to the Effective Date, the Servicer shall establish, on or before the Closing Date, and maintain establish each Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Borrower and each Account shall be held in a segregated, non-interest bearing trust for account established with the benefit of the NoteholdersSecurities Intermediary, and the Certificateholders. The Collection Account who shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals forward funds from the Collection Account to the Collateral Agent upon its request for application by the Collateral Agent pursuant to Section 8.3(a). If at any time a Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible Account (with notice to the Servicer and the Facility Agent), then the Servicer shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. Except as set forth below, amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset, or (ii) to make a deposit into the Collections Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account plus, solely during the Revolving Period, the undrawn portion of the Commitments, is equal to or greater than the Aggregate Unfunded Amount. Following the Facility Termination Date, any draw request made by an Obligor under a Variable Funding Asset included in the Collateral, along with wiring instructions for the applicable Obligor, shall be forwarded by the Servicer to the Collateral Agent (with a copy to the Facility Agent) along with an instruction to the Collateral Agent to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Agent shall fund such draw request in accordance with this Agreementsuch instructions from the Servicer. Following the end of the Revolving Period, if the Borrower shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset included in the Collateral and, as of the date of such receipt (and after taking into account such repayment), the Indenture and the Trust Agreement. All monies deposited from time to time aggregate amount on deposit in the Collection Unfunded Exposure Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later less than the Business Day preceding Aggregate Unfunded Amount (the Distribution Date following amount of such shortfall, in each case, the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee“Unfunded Exposure Shortfall”), the Servicer shall, with shall direct the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not Collateral Agent to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee Collateral Agent shall deposit into the Unfunded Exposure Account an amount of any change in such Principal Collections equal to the account number or location lesser of (a) the Collection Account.aggregate amount of such Principal Collections and (b) the Unfunded Exposure Shortfall. USActive 58353885.2

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

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

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

Accounts. (a) The Servicer Trustee shall establishestablish and maintain, on or before cause to be established and maintained, the Closing DateCollection Account, the Reserve Account and the Note Payment Account, each of which shall be an Eligible Account, for the benefit of the Noteholders. All amounts held in the Collection Account, the Reserve Account or the Note Payment Account shall, to the extent permitted by this Indenture and applicable laws, rules and regulations, be invested in Permitted Investments by the depository institution or trust company then maintaining such Account only upon written direction of the Issuer to the Trustee, provided, however, in the event the Issuer fails to provide such written direction to the Trustee, and maintain until the Issuer provides such written direction, the Trustee shall invest in such Permitted Investments satisfying the requirements of clause (i) or (vi) of the definition thereof. Investments held in Permitted Investments in the name Accounts shall not be sold or disposed of prior to their maturity. Earnings on investment of funds in the Accounts shall be remitted by the Trustee upon the Issuer's request to the account or other location of the Indenture Trustee at an Eligible Institution (Issuer's designation on the first Business Day of the month following the month in which such earnings on investment of funds is received. Such earnings shall not be available to the Trust Estate, shall not constitute Available Funds and shall not be available for the funding of purchases of Additional Receivables or distributions to be made pursuant to Section 4.04. Any losses and investment expenses relating to any investment of funds in any of the Accounts shall be for the account of the Issuer, which shall initially deposit or cause to be deposited the Indenture Trusteeamount of such loss (to the extent not offset by income from other investments of funds in the related Account) a segregated trust account designated as in the Collection related Account promptly upon the realization of such loss. The taxpayer identification number associated with each of the Accounts shall be that of the Issuer and the Issuer will report for federal, state and local income tax purposes the income, if any, earned on funds in the relevant Account. The Issuer hereby acknowledges that all amounts on deposit in each Account (excluding investment earnings on deposit in the “Collection Account”). The Collection Account shall be Accounts) are held in trust by the Trustee for the benefit of the Noteholders, subject to any express rights of the Issuer set forth herein, and shall remain at all times during the Certificateholders. The Collection Account shall be term of this Indenture under the sole dominion and control of the Indenture Trustee; provided, however, that . So long as the Servicer may make deposits to and direct Trustee complies with the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with provisions of this AgreementSection 4.01, the Indenture and Trustee shall not be liable for the Trust Agreementselection of investments or for investment losses incurred thereon by reason of investment performance, liquidation prior to stated maturity or otherwise. All monies deposited from time to time The Trustee shall have no liability in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee respect of losses incurred as part a result of the Trust Property and shall be applied as provided in this Agreement. All deposits liquidation of any investment prior to and withdrawals from its stated maturity or the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer failure to be maintained at the Indenture Trustee, the Servicer shall, provided with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Accounttimely written investment direction.

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

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

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

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

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

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

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

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the "The Chase Manhattan Bank as Indenture Trustee Trustee, as secured party for Ford Credit Auto Owner Trust 2000-F", at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of The Chase Manhattan Bank), which shall be designated as the Collection Account (the “"Collection Account”)". The Initially, the Collection Account shall be held in trust for the benefit of the Noteholders, account number [C-70887] and the Certificateholdersshall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Monthly Distribution Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at the Indenture Trusteecorporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number a Qualified Institution or location of the Collection Account.a Qualified Trust Institution within ten (10) Business Days (or such

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

Accounts. Borrower hereby grants to Agent a security interest in all rights of Borrower in and to the Accounts (aother than the Operating Account) The Servicer and all sums on deposit therein as additional security for the Obligations. Borrower shall establish, on cause all banks or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (financial institutions other than Agent which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection are holding any Account (other than the “Collection Operating Account”)) to execute and deliver to Agent an Account Agreement with respect to such Account. The Collection Account Subject to the rights of Borrower expressly set forth herein to receive funds and make and permit others to make withdrawals from the Accounts, Borrower hereby acknowledges and agrees that Agent shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the have sole dominion and control of the Indenture Trustee; providedAccounts (other than the Operating Account). Borrower shall not close any Account without obtaining the prior written consent of Agent. Borrower shall not open any Account in substitution for or in addition to any Account set forth in Schedule 5.11 attached hereto without Agent’s prior consent. Notwithstanding the foregoing, howeverwith respect to any Operating Account and the Tenant Security Account, Borrower may open new Account(s) to serve as the Operating Account or the Tenant Security Account without Agent’s consent provided that (a) Borrower gives Agent at least ten (10) Business Days prior notice of Borrower’s intention to open a new Account, (b) the Servicer may make deposits bank or other financial institution at which such Account is to be opened is reasonably acceptable to Agent and direct (c) with respect to the Indenture Trustee Tenant Security Account only, prior to the opening of such Account, Borrower shall have delivered to Agent an Account Agreement with respect to such Account executed by it and Property Manager if applicable and such bank or other financial institution. Borrower shall maintain the Accounts and shall pay all fees and charges with respect thereto when due, and shall keep in writing to make withdrawals from full force and effect the Collection Account Agreement with respect thereto, if applicable, except any Account which is closed in accordance with this Agreement, the Indenture and the Trust AgreementSection 2.19. All monies interest earned on amounts deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection any Account shall be made only upon the terms re-deposited therein and conditions of the Transaction Documentsbecome part thereof. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held No funds in the Collection any Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later (other than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments Operating Account) not held by Agent may be purchased by the Indenture Trustee or through an commingled with any other funds of Borrower, Property Manager, any Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, Borrower or Property Manager or any other Person or with the Indenture Trustee’s assistance as necessary, promptly (and any funds contained in any case within ten (10) calendar days or such longer period other Account not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.held by

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

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

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

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

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

Accounts. (a) The Servicer shall establish, on On or before prior to the Closing Effective Date, the Collateral Manager shall establish the Collection Account, the Funding Account, the Warrant Reserve Account and maintain the Security Deposit Collection Account, each in the name of the Indenture Trustee at an Eligible Institution (which shall initially be Borrower and subject to the Indenture Trustee) a segregated trust account designated as prior Lien of the Collection Account (the “Collection Account”). The Collection Account shall be held in trust Facility Agent for the benefit of the Noteholders, and the CertificateholdersSecured Parties. The Collection Account, the Funding Account, the Warrant Reserve Account and the Security Deposit Collection Account shall each be an Eligible Account which is a segregated trust account initially established with the Collection Account Bank pursuant and subject to the Account Agreement. If at any time the Collection Account, the Funding Account, the Warrant Reserve Account or the Security Deposit Collection Account ceases to be an Eligible Account (with notice to the Collateral Manager and the Facility Agent), then the Collateral Manager shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. The Collateral Manager shall establish and maintain pursuant to Lockbox Agreements with one or more Lockbox Banks, one or more Lockbox Accounts, in the name of the Borrower and subject to the prior Lien of the Facility Agent for the benefit of the Secured Parties. All Lockbox Accounts are listed on Schedule 8.1. Each of the Collateral Manager and the Borrower hereby grants to the Facility Agent, for the benefit of itself and the Secured Parties, a security interest in all of its right, title and interest to the Lockbox Accounts. The Collateral Manager shall direct, or cause to be directed, all Obligors to make payments on the Contracts, including any security deposits made by an Obligor to secure the indebtedness of such Obligor under a Contract, directly to a Lockbox Account (which may be made through the Funds Transfer system) and, within three (3) Business Days after receipt into a Lockbox Account, all available balances in such Lockbox Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits remitted to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementor the Security Deposit Collection Account, as the case may be. At such time, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement Collateral Manager shall be held by the Indenture Trustee as part also direct each of the Trust Property and shall be applied as provided in this Agreement. All deposits other parties to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable lawthat any amounts may be payable thereunder to the Borrower, rules to make all deposits of such amounts directly into the Lockbox Account (which may be made through the Funds Transfer system). If notwithstanding the foregoing the Collateral Manager at any time thereafter receives any Collections with respect to any Contract Payment or any other proceeds of any Contracts, the Collateral Manager shall direct or cause to be directed, the related Obligor to make such payments to the Lockbox Account (which may be made through the Funds Transfer system) and regulationsshall promptly, and in any event no later than the first Business Day after receipt thereof, deposit or cause to be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining deposited all such amounts into the Collection Account or the Security Deposit Collection Account, as the case may be. To the extent amounts in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Security Deposit Collection Period during which such investment is made. Each of the Permitted Investments Account may be purchased by applied as a payment on a Contract pursuant to the Indenture Trustee or through an Affiliate terms of such Contract, the Indenture Trustee. All Collateral Manager shall transfer such Permitted Investments shall be held to maturity. If amounts from the Security Deposit Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to applied as a Collection thereof in accordance with Section 8.5. Upon payment in full by an Eligible Institution. The Servicer Obligor of all amounts owing under a Contract, the Collateral Manager shall promptly notify withdraw the Indenture Trustee and the Owner Trustee remaining amount (if any) of any change in security deposit related to such Contract previously deposited into the account number or location Security Deposit Collection Account and return such amount to such Obligor pursuant to the terms of the Collection Accountrelated Contract.

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

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

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2004-1", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.exceed

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

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

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

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

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

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

Accounts. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of an Event of Default, the rights of Borrower and each and every other Person (aexcluding Agent) The Servicer with respect to Accounts, upon notice to Borrower, shall establish, on or before the Closing Dateimmediately terminate, and maintain in the name of the Indenture Trustee at an Eligible Institution (which no such Person except Agent shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”)make any further withdrawal therefrom. The Collection Account shall be held in trust for the benefit of the NoteholdersThereafter, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer Agent may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in designate such signatories with respect to the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee Accounts as part of the Trust Property Agent may desire, and shall be applied as provided in this Agreement. All deposits to and may make or authorize withdrawals from the Collection Accounts to pay the Obligations in whole or in part and/or pay operating expenses and capital expenditures with respect to the Properties, including the sale, leasing and marketing thereof, and/or any other expenses, all as Agent may deem necessary or appropriate and in such order as Agent may elect. Agent may notify the financial institutions in which any Account is held that Borrower no longer has a right to instruct such financial institution with respect to matters relating to the withdrawal, operation or administration of, or investment or application of funds on deposit in such Account. Without limiting the foregoing Agent shall be made only upon have the terms right to cause the withdrawal of all funds on deposit in any Account and conditions the deposit of such funds in an account established with Agent at any time following receipt by the Transaction Documents. If the Servicer financial institution in which such Account is required to remit collections on held of a daily basis notice from Agent pursuant to the first sentence Account Agreement with respect to such Account, and Borrower hereby authorizes and directs such financial institutions to make payment directly to Agent of Section 4.2the funds in or credited to such accounts, all amounts held in or such part thereof as Agent may request. Such financial institution shall have the Collection Account shall, absolute right to rely upon such notice without inquiring as to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each accuracy of the Permitted Investments may be purchased by matters referred to in such notice and the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments depositories shall be held fully protected by Borrower in relying upon such written notice from Agent. In the event that Agent delivers such a notice, Agent shall thereafter have the exclusive right to maturityso instruct such financial institution. If the Collection Account is no longer to Nothing in this Section 9.6 shall be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days construed so as to which each Rating Agency shall consent) cause the Collection Account limit or impair Agent’s absolute right to be moved to have a receiver appointed following an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee Event of any change in the account number or location of the Collection AccountDefault.

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

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

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

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

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the "The Chase Manhattan Bank as Indenture Trustee Trustee, as secured party from Ford Credit Auto Owner Trust 2000-A", at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Indenture Trustee) a segregated corporate trust account department of The Chase Manhattan Bank), which shall be designated as the Collection Account (the “"Collection Account”)". The Initially, the Collection Account shall be held in trust for the benefit of the Noteholders, account number C-70858 and the Certificateholdersshall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at the Indenture Trusteecorporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly (and in any case cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).

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

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

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

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

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

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

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

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

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name “The Bank of New York, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2007-2”, initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. No checks shall be issued, printed or honored with respect to the Collection Account. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s or Issuer’s assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause and give written notice of the Collection Account location and account number of such account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountTrustee.

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

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

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

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

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

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