Common use of Accounts Clause in Contracts

Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account.

Accounts. (a) There shall The Servicer shall, prior to the Closing Date, cause to be established and there shall be 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) until the Outstanding Note Amount is reduced to zero, which is shall be designated as the “Trust "Collection Account”". The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero. (b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained at an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account 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 Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst 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 on each Determination mature not later than the Business Day immediately prior to the Payment Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Issuer's assistance as necessary, assist cause an Eligible Deposit Account to be established as the Administrator Collection Account within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Indenture Trustee Certificate Distribution Account within ten (10) Business Days (or such longer period not to transfer any cash and/or any investments exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such new Accountaccount to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) 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, one or more segregated trust accounts in the 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 and there shall be maintained an Eligible Account (initially at by the Indenture Trustee) until Trustee in respect of the Outstanding Note Amount is reduced to zero, which is designated Collection Account two subaccounts: a general subaccount (the “Trust 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”. The Servicer, on behalf Prior to or concurrently with the issuance of the NoteholdersSecuritization Bonds, the Member shall establish and maintain with deposit into the Indenture Trustee and Capital Account an amount equal to the Required Capital Level. All amounts in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that 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 on deposit therein are held for deposited into the benefit of Capital Account up to the NoteholdersRequired Capital Level) shall be allocated to the General Subaccount. The Trust All references to the Collection Account shall be deemed to include reference to all subaccounts contained therein. Withdrawals from and deposits to the Accounts and each of the foregoing subaccounts of 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 until Trustee, through the Outstanding Note Amount has been reduced to zero. (b) There shall be established Securities Intermediary, and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with only the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution shall have access to each Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit purpose of making deposits in and withdrawals from the Noteholdersapplicable Account in accordance with this Indenture. The Principal Distribution Funds in each Account shall not be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain commingled with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholdersany other moneys. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies moneys deposited from time to time in the Accounts each Account, all deposits therein pursuant to this Indenture and all investments made in Eligible Investments as directed in writing by the Issuer with such moneys, including all income or the other Transaction Documents gain from such investments, shall be held by the Indenture Trustee 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 invest, funds shall remain uninvested. The Securities Intermediary shall have no liability in respect of losses incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity or its date of redemption or the failure of the Issuer or the Servicer to provide timely written investment direction. (b) The Securities Intermediary hereby confirms that (i) each of the Collection Account and the Capital Account is, or at inception will be established as, a “securities account” as such term is defined in Section 8-501(a) of the UCC, (ii) it is a “securities intermediary” (as such term is defined in Section 8-102(a)(14) of the UCC) and is acting in such capacity with respect to such accounts, (iii) the Indenture Trustee for the benefit of the Secured Parties is the sole “entitlement holder” (as such term is defined in Section 8-102(a)(7) of the UCC) with respect to such accounts and (iv) no other Person shall have the right to give “entitlement orders” (as such term is defined in Section 8-102(a)(8)) with respect to such accounts. The Securities Intermediary hereby further agrees that each item of property (whether investment property, financial asset, security, instrument or cash) received by it will be credited to the Collection Account or the Capital Account. Such property, other than cash, shall be treated by it as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. The Indenture Trustee shall hold any Securitization Bond Collateral consisting of money in the Collection Account or the Capital Account and hereby confirms that for such purpose, each of the Collection Account and the Capital Account is a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC. The Indenture Trustee further confirms that for purposes of perfecting the security interest in such deposit account, it shall act as the “bank” within the meaning of Section 9-102(a)(8) of the UCC. Notwithstanding anything to the contrary, the State of New York shall be deemed to be the jurisdiction of the Securities Intermediary for purposes of Section 8-110(e) of the UCC and of the Indenture Trustee acting as the “bank” for purposes of Section 9-304(a) of the UCC, and the Collection Account and the Capital Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York. The Securities Intermediary represents and agrees that (i) the “account agreement” (within the meaning of the Hague Securities Convention) establishing the Collection Account and the Capital Account are governed by the law of the State of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention and (ii) at the time of entry of such account agreement, the Securities Intermediary had one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the criteria provided in Article 4(1)(a) or (b) of the Hague Securities Convention. (c) The Indenture Trustee shall have sole dominion and exclusive control over all moneys in the Collection Account and the Capital Account through the Securities Intermediary and shall apply such amounts therein as provided in this Section 8.02. (d) Securitization Charge Collections (including Estimated Securitization Charge Collections) shall be applied deposited in the General Subaccount as provided in Section 6.11 of the Servicing Agreement. All deposits to and withdrawals from the Collection Account and the Capital Account, all allocations to the purposes herein providedsubaccounts of the Collection Account and any amounts to be paid to the Servicer under Section 8.02(e) shall be made by the Indenture Trustee in accordance with the written instructions provided by the Servicer in the Monthly Servicer’s Certificates or the Semi-Annual Servicer’s Certificate or upon other written notice provided by the Servicer pursuant to Section 6.11 of the Servicing Agreement, as applicable. (e) On each Payment Date, the Paying Agent shall apply all amounts on deposit in the Collection Account, including all Investment Earnings thereon, in accordance with the Semi-Annual Servicer’s Certificate, in the following priority: (i) amounts owed by the Issuer to the Indenture Trustee (including legal fees and expenses and outstanding indemnity amounts) shall be paid to the Indenture Trustee (subject to Section 6.07) in an amount not to exceed $250,000 per annum (“Indenture Trustee Cap”); provided, however, that the Indenture Trustee Cap shall be disregarded and inapplicable following an Event of Default; (ii) the Servicing Fee with respect to such Payment Date and all unpaid Servicing Fees for prior Payment Dates shall be paid to the Servicer; (iii) the Administration Fee for such Payment Date shall be paid to the Administrator and the Independent Manager Fee for such Payment Date shall be paid to the Independent Manager, and in each case with any unpaid Administration Fees or Independent Manager Fees from prior Payment Dates; (iv) all other ordinary and periodic Operating Expenses of the Issuer for such Payment Date not described above shall be paid to the parties to which such Operating Expenses are owed; (v) Periodic Interest for such Payment Date, including any overdue Periodic Interest, with respect to the Securitization Bonds shall be paid to the Holders of Securitization Bonds; (vi) principal due and payable on the Securitization Bonds as a result of an acceleration upon an Event of Default or on the Final Maturity Date of each Determination Tranche of the Securitization Bonds shall be paid to the Holders of Securitization Bonds; (vii) Periodic Principal for such Payment Date, in accordance with the Expected Amortization Schedule, including any overdue Periodic Principal, with respect to the Securitization Bonds shall be paid to the Holders of Securitization Bonds, pro rata if there is a deficiency; (viii) any other unpaid Operating Expenses (including fees, expenses and indemnity amounts owed to the Indenture Trustee but unpaid due to the limitation in Section 8.02(e)(i)) and any remaining amounts owed pursuant to the Basic Documents shall be paid to the parties to which such Operating Expenses or remaining amounts are owed; (ix) replenishment of the amount, if any, by which the Required Capital Level exceeds the amount in the Capital Account as of such Payment Date shall be allocated to the Capital Account; (x) the Return on Invested Capital then due and payable, and any related taxes thereon, shall be paid to DTE Electric; and (xi) the balance, if any, shall be allocated to the Excess Funds Subaccount for distribution on subsequent Payment Dates. After the Securitization Bonds have been Paid in Full and discharged, and all of the other foregoing amounts have been paid in full, including without limitation, amounts due and payable to the Indenture Trustee under the Indenture or otherwise, the balance of the Collection Account, if any, will be paid to the Issuer, free from the Lien of the Indenture. All payments to the Holders of the Securitization Bonds pursuant to Section 8.02(e)(v), Section 8.02(e)(vi) and Section 8.02(e)(vii) shall be made to such Holders pro rata based on the respective amounts of interest and/or principal owed, unless, in the case of Securitization Bonds comprised of two or more Tranches, the Series Supplement provides otherwise. Payments in respect of principal of and other investment earnings premium, if any, and interest on any Tranche of Securitization Bonds will be made on a pro rata basis among all the Holders of such Tranche. In the case of an Event of Default, then, in accordance with Section 5.04(c), in respect of any application of moneys pursuant to Section 8.02(e)(v) or Section 8.02(e)(vi), moneys will be applied pursuant to Section 8.02(e)(v) and Section 8.02(e)(vi), as the case may be, in such order, on a pro rata basis, based upon the interest or the principal owed. (net f) With respect to any Operating Expense payable by the Issuer pursuant to Section 8.02(e)(i), Section 8.02(e)(ii), Section 8.02(e)(iii) and Section 8.02(e)(iv) that will become due and payable prior to the next Payment Date, the Administrator, on any Business Day, may direct the Indenture Trustee in writing to remit payment of losses such Operating Expense, in the amount specified in the written direction, on or before the date such payment is due, from amounts on deposit in the General Subaccount, the Excess Funds Subaccount and investment expensesthe Capital Account, in that order, all as specified in the written direction to the Indenture Trustee. (g) If on any Payment Date, or, for any amounts payable under Section 8.02(e)(i), Section 8.02(e)(ii), Section 8.02(e)(iii) and Section 8.02(e)(iv), on any Business Day, funds deposited in the General Subaccount are insufficient to make the payments contemplated by Section 8.02(e)(i), Section 8.02(e)(ii), Section 8.02(e)(iii), Section 8.02(e)(iv), Section 8.02(e)(v), Section 8.02(e)(vi), Section 8.02(e)(vii) and Section 8.02(e)(viii), the Indenture Trustee (at the direction of the Administrator) shall (i) first, draw from amounts on deposit in the Excess Funds Subaccount, and (ii) second, draw from amounts on deposit in the Capital Account, in each case, up to the amount of such shortfall in order to make the payments contemplated by Section 8.02(e)(i), Section 8.02(e)(ii), Section 8.02(e)(iii), Section 8.02(e)(iv), Section 8.02(e)(v), Section 8.02(e)(vi), Section 8.02(e)(vii) and Section 8.02(e)(viii). In addition, if on any Payment Date funds on deposit in the Accounts shall be deposited into General Subaccount are insufficient to make the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Accountallocations contemplated by Section 8.02(e)(ix), the Servicer (upon written notice from the Indenture Trustee that (at the direction of the Administrator) shall draw from amounts on deposit in the Excess Funds Subaccount to make such account no longer qualifies), until allocations to the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Capital Account.

Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersNoteholders and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee until Trustee; provided, however, that the Outstanding Note Amount has been reduced Servicer may make deposits to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with direct the Indenture Trustee and in writing to make withdrawals from the name of the Issuing EntityCollection Account in accordance with this Agreement, the Principal Distribution Account bearing a designation clearly indicating that Indenture and the funds on deposit therein are held for the benefit of the NoteholdersTrust Agreement. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts Collection Account pursuant to this Indenture or the other Transaction Documents Agreement shall be held by the Indenture Trustee as part of the Collateral 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 purposes herein provided; providedfirst sentence of Section 4.2, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit amounts held in the Accounts 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. All such Permitted Investments shall be deposited into held to maturity. If the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may shall consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee Collection Account to transfer any cash and/or any investments be moved to such new Account.an

Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at the The Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, Trustee shall establish and maintain with maintain, at all times during the Indenture Trustee and term of the Indenture, a 2017-3 Eligible Deposit Account in the name of and under the Issuing Entity, control of the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Indenture Trustee for the benefit of the NoteholdersNoteholders (said account being called the “2017-3 Exchange Note Collections Account” and being initially identified as “GM Financial 2017-3 Exchange Note Collections Account”). The Trust Collection Deposits to and withdrawals from the 2017-3 Exchange Note Collections Account shall be made as set forth in the 2017-3 Servicing Agreement, the 2017-3 Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2017-3 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersNoteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2017-3 Indenture Collections Account”). The Principal Distribution Deposits to and withdrawals from the 2017-3 Indenture Collections Account shall be made as set forth in the 2017-3 Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2017-3 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersNoteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2017-3 Note Payment Account”). The Reserve Deposits to and withdrawals from the Note Payment Account shall be made as set forth in the Indenture. (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2017-3 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee until for the Outstanding Note Amount has been reduced to zerobenefit of the Noteholders (said account being called the “Reserve Account” and being initially identified as “GM Financial 2017-3 Reserve Account”). (de) All monies deposited from time to time in the Accounts pursuant to this Indenture or 2017-3 Servicing Supplement and the other Transaction Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Indenture Collateral and shall be applied to the purposes herein and therein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an a 2017-3 Eligible Deposit Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or Servicer in causing such longer period, not Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an a 2017-3 Eligible Deposit Account. (f) If, at any time, any of the Accounts ceases to be a 2017-3 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2017-3 Eligible Deposit Account and shall cause the Indenture Trustee to transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account. (g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Securities Intermediary agrees that: (i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to the 2017-3 Servicing Agreement and the Indenture will be promptly credited to the applicable Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer; (vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and (viii) Except for the claims and interest of the Indenture Trustee and the Issuer in the Accounts, the Securities Intermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Noteholders and the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof, and shall be the only Person authorized to originate entitlement orders in respect of the Accounts.

Accounts. (a) There The Indenture Trustee shall be established establish the Issuance Fund, the Revenue Fund, the Reserve Fund, the Pre-Funding Account and there shall be maintained an Eligible the Collection Account (initially at collectively, the Indenture Trustee"Accounts") until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Indenture Trustee 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 Note Insurer, as their interests may appear. The Trust 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 until the Outstanding Note Amount has been reduced to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Each Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account; provided that if an Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, all funds in such Account shall be deposited into an Eligible Account within 30 days of the Servicer (upon written notice from date an Authorized Officer of the Indenture Trustee first has knowledge of, or receives written notice of, the fact that such account an Account is no longer qualifies)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 Outstanding Note Amount has been reduced date on which funds are intended to zero, shall, as necessary, assist the Administrator within 10 Business Days (or be used. The Indenture Trustee shall not be responsible for any losses incurred on any such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause investments unless the Indenture Trustee to transfer any cash and/or 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 new Account; provided, however, that on each Transfer Date, the Indenture Trustee shall transfer all amounts received as earnings on or income from any investments or reinvestments of funds in the Accounts to the Revenue Fund prior to making any of the transfers or payments referred to in Section 5.05(c) hereof.

Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders. (ii) On or prior to the Closing Date, the Trust Collection Servicer shall establish and maintain, or cause to be established and maintained, for the benefit of the Issuer and the Noteholders an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held in trust for the benefit of the Issuer and the Noteholders. (iii) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment for any funds on deposit in the Reserve Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders, the Certificateholders and the Issuer. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. Investment Earnings on amounts on deposit in the Reserve Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be property of the Servicer. Notwithstanding any other provision of this Agreement or any other Basic Document, funds on deposit in the Reserve Account shall only be invested in Eligible Investments deemed to be “cash equivalents” for purposes of 17 CFR Part 246.4(b)(2) of Regulation RR, as determined by the Servicer. Neither the Indenture Trustee nor the Owner Trustee shall have any obligation to determine whether the establishment and maintenance of the Reserve Account satisfies the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, including whether any investment of funds on deposit in the Reserve Account meet the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, and shall be entitled to conclusively rely on direction by the Servicer in connection therewith. 12 (2023-C Sale and Servicing Agreement) (iv) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments for any funds on deposit in the Collection Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Investment Earnings on amounts on deposit in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer. (v) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held in the Collection Account or the Reserve Account, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities. (i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds identified and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts (other than the Reserve Account) shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholderscase may be. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until for the Outstanding Note Amount benefit of the Issuer, which such Reserve Account has been reduced pledged by the Issuer to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part for the benefit of the Collateral and shall be applied to the purposes herein provided; providedNoteholders. If, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the at any time, a Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or the Servicer on its behalf) shall within thirty (30) days (or any longer period if, with respect to Fitch, the Rating Agency Condition is satisfied and, with respect to S&P, the Rating Agency Notification is satisfied, with respect to such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment. (ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Distribution Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.

Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime 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. 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. (b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment 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 may consent) cause the Note Payment 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 Note Payment Account. (c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2016-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero. (d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.

Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at the The Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, Trustee shall establish and maintain with maintain, at all times during the Indenture Trustee and term of the Indenture, a 2015-2 Eligible Deposit Account in the name of and under the Issuing Entity, control of the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Indenture Trustee for the benefit of the NoteholdersNoteholders (said account being called the “2015-2 Exchange Note Collections Account” and being initially identified as “GM Financial 2015-2 Exchange Note Collections Account”). The Trust Collection Deposits to and withdrawals from the 2015-2 Exchange Note Collections Account shall be made as set forth in the 2015-2 Servicing Agreement, the 2015-2 Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2015-2 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersNoteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2015-2 Indenture Collections Account”). The Principal Distribution Deposits to and withdrawals from the 2015-2 Indenture Collections Account shall be made as set forth in the 2015-2 Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2015-2 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersNoteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2015-2 Note Payment Account”). The Reserve Deposits to and withdrawals from the Note Payment Account shall be made as set forth in the Indenture and the Note Purchase Agreement. (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2015-2 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee until for the Outstanding Note Amount has been reduced to zerobenefit of the Noteholders (said account being called the “Reserve Account” and being initially identified as “GM Financial 2015-2 Reserve Account”). (de) All monies deposited from time to time in the Accounts pursuant to this Indenture or 2015-2 Servicing Supplement and the other Transaction Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Indenture Collateral and shall be applied to the purposes herein and therein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an a 2015-2 Eligible Deposit Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or Servicer in causing such longer period, not Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an a 2015-2 Eligible Deposit Account. (f) If, at any time, any of the Accounts ceases to be a 2015-2 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2015-2 Eligible Deposit Account and shall cause the Indenture Trustee to transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account. (g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Securities Intermediary agrees that: (i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to the 2015-2 Servicing Agreement and the Indenture will be promptly credited to the applicable Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer; (vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and (viii) Except for the claims and interest of the Indenture Trustee and the Issuer in the Accounts, the Securities Intermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Noteholders and the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof, and shall be the only Person authorized to originate entitlement orders in respect of the Accounts.

Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime 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. 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. (b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment 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 may consent) cause the Note Payment 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 Note Payment Account. (c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2017-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero. (d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments to of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such new Accountsettlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime 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. 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. (b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment 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 may consent) cause the Note Payment 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 Note Payment Account. (c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2017-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero. (d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments to of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such new Accountsettlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) There shall be Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall be maintained an Eligible Account (initially at U.S. Bank) in the name of the Indenture Trustee) Trustee until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerand thereafter, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityOwner Trustee, which is designated as the Trust Collection "Reserve Account". The Reserve Account bearing shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersSecurityholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero, and thereafter under the sole dominion and control of the Owner Trustee. (db) The Issuer shall cause the Transferor, prior to the Closing Date, establish and maintain an Eligible Account in the name of the Indenture Trustee on behalf of the Noteholders, which shall be designated as the "Note Distribution Account". The Note Distribution Account shall be held in trust for the benefit of the Noteholders. The Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee. (c) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents 2003-A Servicing Supplement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies)Trustee, until the Outstanding Note Amount has been reduced to zero, and thereafter with respect to the Reserve Account, the Owner Trustee shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not Servicer in causing each Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account.

Accounts. (a) There The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 20 - Eligible Deposit Account in the name of and under the control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “20 - Exchange Note Collections Account” and being initially identified as “GM Financial 20 - Exchange Note Collections Account”). Deposits to and withdrawals from the 20 - Exchange Note Collections Account shall be established made as set forth in the 20 - Servicing Agreement, the 20 - Exchange Note Supplement and there the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 20 - Eligible Deposit Account in the name of and under the control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 20 - Indenture Collections Account”). Deposits to and withdrawals from the 20 - Indenture Collections Account shall be maintained an made as set forth in the 20 - Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 20 - Eligible Deposit Account in the name of and under the control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 20 - Note Payment Account”). Deposits to and withdrawals from the Note Payment Account shall be made as set forth in the Indenture and the Note Purchase Agreement. (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 20 - Eligible Deposit Account in the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and being initially identified as “GM Financial 20 - Reserve Account”). (e) [Upon receipt by the Issuer of a Swap Termination Payment, the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with a 20 - Eligible Deposit Account (the Indenture Trustee and in the name of the Issuing Entity“Swap Termination Account”), the Trust Collection Account bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Indenture Trustee on behalf of the Noteholders. .] (f) [The Trust Collection Indenture Trustee shall establish and maintain, at all times during the Revolving Period, a 20 - Eligible Deposit Account shall be in the name of and under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. Noteholders (said account being called the “Revolving Account” and being initially identified as “GM Financial 20 - Revolving Account”.] (g) [The Principal Distribution Indenture Trustee shall establish and maintain, at all times during the Pre-Funding Period, a 20 - Eligible Deposit Account shall be in the name of and under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under Noteholders (said account being called the sole dominion “Pre-Funding Account” and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zerobeing initially identified as “GM Financial 20 - Pre-Funding Account”.] (dh) All monies deposited from time to time in the Accounts pursuant to this Indenture or 20 - Servicing Supplement and the other Transaction Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Indenture Collateral and shall be applied to the purposes herein and therein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Deposit Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or Servicer in causing such longer period, not Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Deposit Account. (i) If, at any time, any of the Accounts ceases to be a 20 - Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 20 - Eligible Deposit Account and shall cause the Indenture Trustee to transfer any cash and/or any investments on deposit in or credited to such earlier existing Account into such new Account. (j) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of

Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime 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. 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. (b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment 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 may consent) cause the Note Payment 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 Note Payment Account. (c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2016-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero. (d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.

Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders. (ii) On or prior to the Closing Date, the Trust Collection Servicer shall establish and maintain, or cause to be established and maintained, for the benefit of the Issuer and the Noteholders an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held in trust for the benefit of the Issuer and the Noteholders. 13 (2021-C Sale and Servicing Agreement) (iii) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment for any funds on deposit in the Reserve Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders, the Certificateholders and the Issuer. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. Notwithstanding any other provision of this Agreement or any other Basic Document, funds on deposit in the Reserve Account shall only be invested in Eligible Investments deemed to be “cash equivalents” for purposes of 17 CFR Part 246.4(b)(2) of Regulation RR, as determined by the Servicer. Neither the Indenture Trustee nor the Owner Trustee shall have any obligation to determine whether the establishment and maintenance of the Reserve Account satisfies the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, including whether any investment of funds on deposit in the Reserve Account meet the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, and shall be entitled to conclusively rely on direction by the Servicer in connection therewith. (iv) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments for any funds on deposit in the Collection Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Investment Earnings on amounts on deposit in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer. (v) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held in the Collection Account or the Reserve Account, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities. 14 (2021-C Sale and Servicing Agreement) (i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds identified and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts (other than the Reserve Account) shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholderscase may be. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until for the Outstanding Note Amount benefit of the Issuer, which such Reserve Account has been reduced pledged by the Issuer to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part for the benefit of the Collateral and shall be applied to the purposes herein provided; providedNoteholders. If, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the at any time, a Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 15 calendar days, as to which each the Rating Agency may consentCondition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes)) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment. (ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Distribution Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.

Accounts. (a) There shall be Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall be maintained an Eligible Account (initially at U.S. Bank National Association) in the name of the Indenture Trustee) Trustee until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerand thereafter, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityOwner Trustee, which is designated as the Trust Collection Account bearing "Reserve Fund." The Reserve Fund shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersSecurityholders. The Trust Collection Account Reserve Fund shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero, and thereafter under the sole dominion and control of the Owner Trustee. (b) There shall be established The Transferor shall, prior to the Closing Date, establish and there shall be maintained maintain an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee on behalf of the Senior Noteholders, which shall be designated as the Principal "Note Distribution Account". The Note Distribution Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the Senior Noteholders. The Principal Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroTrustee. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Administration Supplement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies)Trustee, until the Outstanding Note Amount has been reduced to zero, and thereafter with respect to the Reserve Fund, the Owner Trustee shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not Administrative Agent in causing each Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account.

Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders. (ii) On or prior to the Closing Date, the Trust Collection Servicer shall establish and maintain, or cause to be established and maintained, for the benefit of the Issuer and the Noteholders an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held in trust for the benefit of the Issuer and the Noteholders. (iii) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment for any funds on deposit in the Reserve Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders, the Certificateholders and the Issuer. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. Investment Earnings on amounts on deposit in the Reserve Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be property of the Servicer. Notwithstanding any other provision of this Agreement or any other Basic Document, funds on deposit in the Reserve Account shall only be invested in Eligible Investments deemed to be “cash equivalents” for purposes of 17 CFR Part 246.4(b)(2) of Regulation RR, as determined by the Servicer. Neither the Indenture Trustee nor the Owner Trustee shall have any obligation to determine whether the establishment and maintenance of the Reserve Account satisfies the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, including whether any investment of funds on deposit in the Reserve Account meet the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, and shall be entitled to conclusively rely on direction by the Servicer in connection therewith. 12 (2024-B Sale and Servicing Agreement) (iv) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments for any funds on deposit in the Collection Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Investment Earnings on amounts on deposit in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer. (v) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held in the Collection Account or the Reserve Account, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities. (i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds identified and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts (other than the Reserve Account) shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholderscase may be. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until for the Outstanding Note Amount benefit of the Issuer, which such Reserve Account has been reduced pledged by the Issuer to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part for the benefit of the Collateral and shall be applied to the purposes herein provided; providedNoteholders. If, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the at any time, a Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or the Servicer on its behalf) shall within thirty (30) days (or any longer period if, with respect to Fitch, the Rating Agency Condition is satisfied and, with respect to S&P, the Rating Agency Notification is satisfied, with respect to such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment. (ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Distribution Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.

Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust [Indenture Trustee][Securities Intermediary]) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, [and] the Certificateholders [and the Swap Counterparty]. The Trust 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime 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][Securities 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. (b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution [Indenture Trustee][Securities Intermediary]) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the [Indenture Trustee][Securities 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 may consent) cause the Note Payment 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 Note Payment Account. (c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve [Indenture Trustee][Securities Intermediary]) a segregated trust account designated as the “CarMax [Auto Owner][Select Receivables] Trust 20[__]-[__] Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero. (d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the [Indenture Trustee][Securities Intermediary], the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new 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 Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, [and] (ii) the Total Note Interest for each Class of Notes for such Distribution Date, [and] [(iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period] [[and] (iv) all amounts owed to the Swap Counterparty under the Swap Agreement] [and (v) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer], then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, [and] (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full [and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)]. (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (a) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to such new instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime 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. 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. (b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment 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 may consent) cause the Note Payment 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 Note Payment Account. (c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2018-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero. (d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments to of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such new Accountsettlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime 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. 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. (b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment 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 may consent) cause the Note Payment 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 Note Payment Account. (c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2017-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero. (d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments to of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such new Accountsettlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime 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. 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. (b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment 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 may consent) cause the Note Payment 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 Note Payment Account. (c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2016-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero. (d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.

Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime 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. 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. (b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment 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 may consent) cause the Note Payment 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 Note Payment Account. (c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2017-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero. (d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date. (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments to of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such new Accountsettlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) There shall be Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall be maintained an Eligible Account (initially at [__________]) in the name of the Indenture Trustee) Trustee until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerand thereafter, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityPaying Agent on behalf of the Owner Trustee, which is designated as the Trust Collection Account bearing “Reserve Fund.” The Reserve Fund shall be held for the benefit of the Securityholders [and each Swap Counterparty] , and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersSecurityholders [ and each Swap Counterparty] . The Trust Collection Account Reserve Fund shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero, and thereafter under the sole dominion and control of the Paying Agent on behalf of the Owner Trustee. (b) There The Issuer shall be established cause the Indenture Trustee, prior to the Closing Date, to establish and there shall be maintained maintain an Eligible Account (initially at in the name of the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, Trustee on behalf of the Noteholders, which shall establish and maintain with be designated as the Indenture Trustee and in the name of the Issuing Entity, the Principal “Note Distribution Account”. The Note Distribution Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the Noteholders. The Principal Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroTrustee. (c) There Pursuant to the 20[__]-[__] SUBI Supplement, the Servicer shall establish and the Indenture Trustee shall maintain, in the name of the Trust, for the exclusive benefit of the holders of interests in the 20[__]-[__] SUBI, the 20[__]-[__] SUBI Collection Account, which account shall constitute a SUBI Collection Account. The 20[__]-[__] SUBI Collection Account initially shall be established and there shall be maintained with the corporate trust department of [__________], as Indenture Trustee. (d) Pursuant to Section 5.01 of the Trust Agreement, the Owner Trustee will establish (or will cause the Indenture Trustee to establish) an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Trust which shall be designated the Reserve “Certificate Distribution Account” (initially at [__________]). The Certificate Distribution Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroTrust Certificateholders. (de) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Servicing Supplement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies)Trustee, until the Outstanding Note Amount has been reduced to zero, and thereafter with respect to the Reserve Fund, the Owner Trustee shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not Servicer in causing each Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account. All of the Accounts shall be non-interest bearing. If the 20[__]-[__] SUBI Collection Account is no longer maintained in the corporate trust department of the Indenture Trustee, and shall cause the Indenture Trustee at any time does not have the ratings specified in either clause (a) or (b) of the definition of “Required Deposit Rating,” the Servicer shall, with the assistance of the Indenture Trustee, as necessary, cause the 20[__]-[__] SUBI Collection Account to transfer any cash and/or any investments to such new Accountbe moved in accordance with the Vehicle Trust Agreement.

Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime 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. 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. (b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment 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 may consent) cause the Note Payment 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 Note Payment Account. (c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2016-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero. (d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall cause instruct the Indenture Trustee to (A) transfer any cash and/or any investments all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such new Accountamounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.

Accounts. (a) There 8.1. Licensee shall be established simultaneously with payments of royalties deliver to Institut Pasteur a report reflecting its accounts and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced sub-licenses accounts, pertaining to zero, which is designated the “Trust Collection Account”. The Servicerroyalties calculated, on behalf of the NoteholdersNet Sales, shall establish including: • [***]; • [***]; and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders• [***]. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held Such report maybe delivered by the Indenture Trustee as part of the Collateral and shall be applied email to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings following email address (net of losses and investment expenses) on funds on deposit in the Accounts shall which address may be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon updated by written notice from Institut Pasteur to Licensee): Service de Transfert de Technologie, [***]. 8.2. When no royalty is payable, a report so attesting shall be submitted to Institut Pasteur. The aforesaid reports shall be treated as Confidential Information of Licensee. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Such report maybe delivered by email to the Indenture Trustee that such account no longer qualifies)following email address (which address may be updated by written notice from Institut Pasteur to Licensee): Service de Transfert de Technologie, until [***]. 8.3. Licensee shall keep complete and accurate records of all Net Sales, allowing a computation and checking of the Outstanding Note Amount has been reduced royalty amount due to zeroInstitut Pasteur hereunder. Once a year and upon prior notice to Licensee and/or Affiliates, Institut Pasteur shall, as necessarythroughout the term of this Agreement, assist and for a period of three (3) years following the Administrator within 10 Business Days (or such longer periodend of this Agreement, be entitled to have at its own expense and during regular business hours Licensee’s records pertaining to this Agreement checked by an independent certified public accountant chosen by Institut Pasteur and reasonably acceptable to Licensee, which accountant shall enter into a confidentiality agreement with Licensee. Such accountant shall be appointed for the sole purpose of determining the amount of royalties due to Institut Pasteur hereunder, covering a period not to exceed 30 calendar daysthe past three (3) years, provided that [***] such accountant shall report to Institut Pasteur only as to the accuracy of royalty statements and payments and that such reported information shall be considered to be Confidential Information of Licensee. 8.4. If, as a result of such audit, an adjustment is determined to which each Rating Agency may consent) to establish a new Account at an institution at which it be made in favor of Institut Pasteur, the accountant’s fees and expenses shall be an Eligible Account borne by Licensee, if the sums underpaid by Licensee exceed [***] of what was actually paid by Licensee to Institut Pasteur; otherwise such fees and expenses shall cause the Indenture Trustee be paid by Institut Pasteur. Licensee shall pay any underpaid royalties to transfer any cash and/or any investments to such new AccountInstitut Pasteur.

Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the Trust Collection amounts deposited thereto are held for the benefit of the Noteholders. (ii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders. (iii) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. (iv) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Investment earnings on funds deposited in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer. (v) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held in the Collection Account or the Reserve Account, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities. (i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds identified and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicercase may be. If, on behalf of the Noteholdersat any time, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve a Trust Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 15 calendar days, as to which each the Rating Agency may consentCondition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes)) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment. (ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Distribution Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.

Accounts. (a) There The Trust shall establish, or shall cause to be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablished, on behalf of or before the NoteholdersClosing Date, and shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersInsurer and the 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 and the Indenture. 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 within two (2) Business Days pursuant to the first sentence of Section 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 Eligible Investments that mature not later than the Business Day preceding the Payment Date following the Collection Period to which such amounts 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, cause the Collection Account to be moved to an Eligible Institution within ten (10) 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). The Servicer shall promptly notify the Indenture 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. (b) The Trust Collection 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) the following note payment accounts: (i) a segregated trust account designated as the Class A Note Payment Account (the “Class A Note Payment Account”). The Class A Note Payment Account shall be held in trust for the benefit of the Class A Noteholders and the Insurer. The Class A Note Payment Account shall be under the sole dominion and control of the Indenture Trustee until Trustee; provided, however, that the Outstanding Note Amount has been reduced Servicer may make deposits to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with direct the Indenture Trustee in writing to make withdrawals from the Class A Note Payment Account in accordance with this Agreement and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIndenture. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts Class A Note Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Indenture. The amounts on deposit in the Accounts Class A Note Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Class A Note Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist cause the Administrator Class A Note Payment Account to be moved to an Eligible Institution within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency and the Insurer (provided that no Insurer Default shall have occurred and is continuing) may consent) to establish a new Account at an institution at which it ). The Servicer shall be an Eligible Account and shall cause promptly notify the Indenture Trustee, the Rating Agencies, the Insurer and the Owner Trustee to transfer of any cash and/or any investments to such new change in the account number or location of the Class A Note Payment Account.; and

Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, [and] the Certificateholders [and the Swap Counterparty]. The Trust 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime 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. 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. (b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment 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 may consent) cause the Note Payment 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 Note Payment Account. (c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Owner Trustee at an Eligible Institution (which shall initially be the Reserve Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20[ ]-[ ] Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to zero. (d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Owner Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, with the Owner Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new Account at an institution at which it shall be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, [and] (ii) the Total Note Interest for each Class of Notes for such Distribution Date, [and] [(iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period] [[and] (iv) all amounts owed to the Swap Counterparty under the Swap Agreement] [and (v) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer], the Servicer shall cause instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date [(provided, that, such amounts withdrawn from the Reserve Account may not be used to pay amounts owing to CarMax or any cash and/or any investments Affiliate of CarMax to the extent such new AccountPerson is the Servicer, a Noteholder or a Note Owner)].

Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the Trust Collection amounts deposited thereto are held for the benefit of the Noteholders. (ii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders. (iii) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment for any funds on deposit in the Reserve Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. 12 (2017-B Sale and Servicing Agreement) (iv) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments for any funds on deposit in the Collection Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Investment earnings on funds deposited in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer. (v) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held in the Collection Account or the Reserve Account, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities. (i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds identified and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicercase may be. If, on behalf of the Noteholdersat any time, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve a Trust Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 15 calendar days, as to which each the Rating Agency may consentCondition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes)) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment. (ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Distribution Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.

Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are "COLLECTION ACCOUNT"). The Collection Account shall be held in trust for the benefit of the Insurer and the Noteholders. The Trust 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime 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 within two Business Days pursuant to the first sentence of SECTION 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 Eligible Investments that mature not later than the Business Day preceding the Payment Date following the Collection Period to which such amounts relate. All such 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 assistance as necessary, cause the Collection Account to be moved to an Eligible Institution within ten (10) 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). The Servicer shall promptly notify the Indenture 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. (b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) the following note payment accounts: (i) a segregated trust account designated as the Class A Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are "CLASS A NOTE PAYMENT ACCOUNT"). The Class A Note Payment Account shall be held in trust for the benefit of the NoteholdersClass A Noteholders and the Insurer. The Principal Distribution Class A Note Payment 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 until in writing to make withdrawals from the Outstanding Class A Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zero. (c) There time in the Class A Note Payment Account pursuant to this Agreement and the Indenture shall be established held by the Indenture Trustee as part of the Trust Property and there shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Class A Note Payment Account shall not be invested. If the Class A Note Payment Account is no longer to be maintained an Eligible Account (initially at the Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Class A Note Payment Account to be moved to an Eligible Institution within ten (10) until Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency and the Outstanding Insurer (provided that no Insurer Default shall have occurred and is continuing) may consent). The Servicer shall promptly notify the Indenture Trustee, the Insurer and the Owner Trustee of any change in the account number or location of the Class A Note Balance is reduced to zero, which is Payment Account; and (ii) a segregated trust account designated as the “Reserve Account.” Class B Note Payment Account (the "CLASS B NOTE PAYMENT ACCOUNT"). The Servicer, on behalf of the Noteholders, Class B Note Payment Account shall establish and maintain with the Indenture Trustee and be held in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held trust for the benefit of the Class B Noteholders. The Reserve Class B Note Payment 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 until in writing to make withdrawals from the Outstanding Class B Note Amount has been reduced to zero. (d) Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Accounts Class B Note Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Indenture. The amounts on deposit in the Accounts Class B Note Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Class B Note Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's assistance as necessary, assist cause the Administrator Class B Note Payment Account to be moved to an Eligible Institution within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency and the Insurer (provided that no Insurer Default shall have occurred and is continuing) may consent). The Servicer shall promptly notify the Indenture Trustee, the Insurer and the Owner Trustee of any change in the account number or location of the Class B Note Payment Account. (c) to establish a new Account The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Trust at an institution at Eligible Institution (which it shall initially be the Owner Trustee) a segregated trust account designated as the Depositor Account (the "DEPOSITOR ACCOUNT"). The Depositor Account shall be an Eligible held in trust for the benefit of the Depositor. The Depositor Account shall be under the sole dominion and shall cause control of the Trust; PROVIDED, HOWEVER, that the Servicer may direct the Indenture Trustee in writing to transfer make deposits to the Depositor Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee in writing to make withdrawals from the Depositor Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Depositor Account pursuant to this Agreement and the Indenture shall be held by the Trust as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Depositor Account shall not be invested. If the Depositor Account is no longer to be maintained at the Owner Trustee, the Servicer shall, with the Owner Trustee's assistance as necessary, cause the Depositor Account to be moved to an Eligible Institution within ten (10) 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). The Servicer shall promptly notify the Indenture Trustee, the Insurer (provided that no Insurer Default shall have occurred and is continuing) and the Owner Trustee of any cash and/or any investments to such new change in the account number or location of the Depositor Account.

Accounts. (a) There The Issuer shall be established and there shall be maintained an Eligible Account (initially at cause the Indenture Trustee) until Trustee to establish and maintain with the Outstanding Note Amount is reduced to zero, which is designated Securities Intermediary a segregated securities account in the “Trust Collection Account”. The Servicer, name of the Indenture Trustee on behalf of the Noteholders, which shall establish and maintain with be designated as the Indenture Trustee and in “Reserve Fund.” The Reserve Fund shall be held for the name benefit of the Issuing EntityNoteholders [and each Swap Counterparty], the Trust Collection Account bearing and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersNoteholders [and each Swap Counterparty]. The Trust Collection Account Reserve Fund shall be under the sole dominion and control of the Indenture Trustee. The Reserve Fund initially shall be established with the corporate trust department of [_________________]. If at any time the Reserve Fund ceases to be held at an Eligible Institution, the Indenture Trustee until shall, within thirty (30) days (or such longer period in respect of which the Outstanding Note Amount has Rating Agency Condition shall have been reduced satisfied) following notification of such occurrence, establish a new Reserve Fund at an Eligible Institution and shall transfer any cash or investments to zerosuch new Reserve Fund. All deposits to and withdrawals from the Reserve Fund shall be made only upon the terms and conditions of the Basic Documents. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, Issuer shall establish and maintain with the Indenture Trustee and Trustee, prior to the Closing Date, a segregated trust account in the name of the Issuing EntityIndenture Trustee on behalf of the Noteholders, which shall be designated as the Principal “Note Distribution Account”. The Note Distribution Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the Noteholders. The Principal Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee. The Note Distribution Account initially shall be established with the corporate trust department of [_________________]. If at any time the Note Distribution Account ceases to be held at an Eligible Institution, the Indenture Trustee until shall, within thirty (30) days (or such longer period in respect of which the Outstanding Rating Agency Condition shall have been satisfied) following notification of such occurrence, establish a new Note Amount has been reduced Distribution Account at an Eligible Institution and shall transfer any cash or investments to zerosuch new Note Distribution Account. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, Issuer shall establish and the Indenture Trustee shall maintain with the Indenture Trustee and Securities Intermediary a segregated trust account in the name of the Issuing EntityIssuer, for the exclusive benefit of the holders of interests in the 20[__]-[__] SUBI, the Reserve 20[__]-[__] SUBI Collection Account, which shall be designated as the “20[__]-[__] SUBI Collection Account,” at an Eligible Institution. The 20[__]-[__] SUBI Collection Account bearing initially shall be established with the corporate trust department of [_________________]. If at any time the 20[__]-[__] SUBI Collection Account ceases to be held at an Eligible Institution, the Indenture Trustee shall, within thirty (30) days (or such longer period in respect of which the Rating Agency Condition shall have been satisfied) following notification of such occurrence, and with the assistance of the Servicer, as necessary, establish a new 20[__]-[__] SUBI Collection Account at an Eligible Institution and transfer any cash or investments to such new 20[__]-[__] SUBI Collection Account. The 20[__]-[__] SUBI Collection Account shall relate solely to the 20[__]-[__] SUBI and the 20[__]-[__] SUBI Assets, and funds therein shall not be commingled with any other monies, except as otherwise provided for in or contemplated by the Servicing Agreement. All deposits into the 20[__]-[__] SUBI Collection Account shall be made as described in Section 2.2 of the Servicing Agreement. On each Deposit Date and Payment Date, pursuant to the instructions from the Servicer, the Indenture Trustee shall make such deposits to and withdrawals from the 20[__]-[__] SUBI Collection Account as set forth in the Servicing Supplement and in Section 8.04(a) of this Indenture. Any transfer of funds to a Holder of the 20[__]-[__] SUBI Certificate shall be made as directed pursuant to the Basic Documents. (d) Pursuant to Section 5.01 of the Trust Agreement, the Owner Trustee will establish (or will cause the Indenture Trustee to establish) a segregated trust account at an Eligible Institution in the name of the Issuer which shall be designated the “Certificate Distribution Account”. The Certificate Distribution Account shall be held in trust for the benefit of the Trust Certificateholders, and shall bear a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the NoteholdersTrust Certificateholders. The Reserve Certificate Distribution Account initially shall be under established with the sole dominion and control corporate trust department of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero[_________________]. (de) All monies deposited from time to time in the 20[__]-[__] SUBI Collection Account and the Accounts pursuant to this Indenture or the other Transaction Documents Servicing Supplement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net . All of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Accountnon-interest bearing.

Accounts. (a) There The Servicer has established an account or accounts in the name of HMFC (the "Local Remittance Account"). All payments on the Receivables mailed by Obligors or any other Person to a Post Office Box or otherwise delivered to the Servicer shall be established and there shall deposited by Citibank N.A., as remittance processor, or the Servicer, as applicable, on a daily basis into the Local Remittance Account, from which the available funds related to the Receivables will be maintained an Eligible Account (initially at swept by the Indenture Trustee) until Servicer within two Business Days to the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The ; provided, however, that if the Servicer fails to transfer such payments to the Collection Account within two Business Days or the Servicer shall for any reason no longer be acting as Servicer, HMFC at its expense shall deliver to the successor Servicer all documents and records relating to the Post Office Boxes and cause Citibank N.A. to transfer payments related to the Receivables directly from the Post Office Box to the Collection Account. Amounts on behalf of deposit in the NoteholdersLocal Remittance Account shall not be invested. (i) On or prior to the Closing Date, the Servicer shall establish and maintain establish, or cause to be established, an account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the "Collection Account"), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders. (ii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (including the subaccounts referred to in clause (iv) below, the Trust Collection Account "Note Distribution Account"), bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (biii) There shall be established and there shall be maintained an Eligible Account (initially at The Issuer, for the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf benefit of the Noteholders, shall cause the Servicer to establish with and maintain with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee an Eligible Account (the "Reserve Account"), the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders. (iv) The Issuer shall also cause to be established two administrative subaccounts within the Note Distribution Account, which subaccounts shall be designated the "Interest Distribution Account" and the "Principal Distribution Account", respectively. The Interest Distribution Account and the Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be are established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Accountsolely for administrative purposes.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account.

Accounts. (a) There shall The Servicer shall, prior to the Closing Date, cause to be established and there shall be maintained an Eligible Deposit Account (in the name "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2005-2", initially at the corporate trust department of the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is shall be designated as the “Trust "Collection Account”". The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero. (b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained at an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account 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 Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst 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 immediately prior to the Payment Date for the Collection Period to which such amounts relate (or in the case of the Special Payment Date, the portion of such funds needed to make the final payment on each Determination Date all 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. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Issuer's assistance as necessary, assist cause an Eligible Deposit Account to be established as the Administrator Collection Account within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 2005-2 Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Indenture Trustee Certificate Distribution Account within ten (10) Business Days (or such longer period not to transfer any cash and/or any investments exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such new Accountaccount to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at The Servicer shall, prior to the Indenture Trustee) until the Outstanding Note Amount is reduced to zeroClosing Date, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and a segregated trust account in the name "The Chase Manhattan Bank as Indenture Trustee, as secured party from Ford Credit Auto Owner Trust 2000-E", at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the Issuing Entity"Collection Account". Initially, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholdersshall be account number C-70897 and shall include any successor or replacement accounts thereto. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero. (b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, a Qualified Institution or Qualified Trust Institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account 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 Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst 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 on each Determination mature not later than the Business Day immediately prior to the Distribution Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds for the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of The Chase Manhattan Bank, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Owner Trustee's assistance as necessary, assist cause the Administrator Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent). (b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be an Eligible designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, establish and maintain two segregated trust accounts, each in the name "The Bank of New York as Owner Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Bank of New York), which shall be designated as the "Certificate Interest Distribution Account" and the "Certificate Principal Distribution Account", respectively. Each Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in each Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that either Certificate Distribution Account is no longer to be maintained at the corporate trust department of The Bank of New York the Servicer shall, with the Owner Trustee's assistance as necessary, cause such Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). Each Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Obligors. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to transfer make withdrawals from the Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to and withdrawals from the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead 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 Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Payahead Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (e) Notwithstanding the provisions of clause (d) above and of Section 4.6(a)(ii), for so long as (i) Ford Credit is the Servicer, (ii) the rating of Ford Credit's short-term unsecured debt is at least P-1 by Moody's, is at least A-1 by Standard & Poor's and is at least F-0 xx Xxtch and (iii) no Event of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as each Monthly Remittance Condition is satisfied, the Servicer shall not be required to segregate or otherwise hold separate any cash and/or Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.6(a)(i). At any investments time that any Monthly Remittance Condition is not satisfied, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it (which amount shall be at least equal to the Payahead Balance as of the close of business on the last day of the immediately preceding Collection Period). Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such new Accountalternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to the Notes and the Certificates. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (iii) of the first sentence of this Section 4.1(e) that would require remittance of the Payaheads to the Payahead Account unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from the Noteholders of Notes evidencing not less than 25% of the Note Balance of the Notes Outstanding or from the Certificateholders of Certificates evidencing not less than 25% of the Aggregate Certificate Balance or unless a Trustee Officer in the Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance.

Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at The Servicer shall, prior to the Indenture Trustee) until the Outstanding Note Amount is reduced to zeroClosing Date, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and a segregated trust account in the name "The Chase Manhattan Bank as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2001-A", at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the Issuing Entity"Collection Account". Initially, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholdersshall be account number C-70946 and shall include any successor or replacement accounts thereto. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero. (b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, a Qualified Institution or Qualified Trust Institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account 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 Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst 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 on each Determination mature not later than the Business Day immediately prior to the Distribution Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds for the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of The Chase Manhattan Bank, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Owner Trustee's assistance as necessary, assist cause the Administrator Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent). (b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be an Eligible designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, establish and maintain two segregated trust accounts, each in the name "The Bank of New York as Owner Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Bank of New York), which shall be designated as the "Certificate Interest Distribution Account" and the "Certificate Principal Distribution Account", respectively. Each Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in each Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that either Certificate Distribution Account is no longer to be maintained at the corporate trust department of The Bank of New York the Servicer shall, with the Owner Trustee's assistance as necessary, cause such Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). Each Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Obligors. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to transfer make withdrawals from the Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to and withdrawals from the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead 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 Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Payahead Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (e) Notwithstanding the provisions of clause (d) above and of Section 4.6(a)(ii), for so long as (i) Ford Credit is the Servicer, (ii) the rating of Ford Credit's short-term unsecured debt is at least P-1 by Moody's, is at least A-1 by Standard & Poor's and is at least F-0 xx Xxtch and (iii) no Event of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as each Monthly Remittance Condition is satisfied, the Servicer shall not be required to segregate or otherwise hold separate any cash and/or Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.6(a)(i). At any investments time that any Monthly Remittance Condition is not satisfied, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it (which amount shall be at least equal to the Payahead Balance as of the close of business on the last day of the immediately preceding Collection Period). Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such new Accountalternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to the Notes and the Certificates. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (iii) of the first sentence of this Section 4.1(e) that would require remittance of the Payaheads to the Payahead Account unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from the Noteholders of Notes evidencing not less than 25% of the Note Balance of the Notes Outstanding or from the Certificateholders of Certificates evidencing not less than 25% of the Aggregate Certificate Balance or unless a Trustee Officer in the Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance.

Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders. (ii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (including the subaccounts referred to in clause (iv) below, the Trust Collection Account “Note Distribution Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders. (iii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iv) The Issuer shall also cause to be established two administrative subaccounts within the Note Distribution Account, which subaccounts shall be designated the “Interest Distribution Account” and the “Principal Distribution Account”, respectively. The Interest Distribution Account and the Principal Distribution Account are established and maintained solely for administrative purposes. (v) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Other than as permitted in writing by the Rating Agencies, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. (vi) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Other than as permitted in writing by the Rating Agencies, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the next Payment Date. Investment earnings on funds deposited in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer. (i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds received and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicercase may be. If, on behalf of the Noteholdersat any time, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve a Trust Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 15 calendar days, as to which each Rating Agency may consent) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment. (ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Deposit Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.

Accounts. (a) There The Servicer has established an account or accounts in the name of HMFC (the "Local Remittance Account"). All payments on the Receivables mailed by Obligors or any other Person to the Post Office Box or otherwise delivered to the Servicer shall be established and there shall deposited by Citibank N.A., as remittance processor, or the Servicer, as applicable, on a daily basis into the Local Remittance Account, from which the available funds related to the Receivables will be maintained an Eligible Account (initially at swept by the Indenture Trustee) until Servicer within two Business Days to the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The ; provided, however, that if the Servicer fails to transfer such payments to the Collection Account within two Business Days or the Servicer shall for any reason no longer be acting as Servicer, HMFC at its expense shall deliver to the successor Servicer all documents and records relating to the Post Office Boxes and cause Citibank N.A. to transfer payments related to the Receivables directly from the Post Office Box to the Collection Account. Amounts on behalf of deposit in the NoteholdersLocal Remittance Account shall not be invested. (i) On or prior to the Closing Date, shall establish and maintain with the Indenture Trustee shall establish, or cause to be established, an account with and in the name of the Issuing EntityIndenture Trustee (the "Collection Account"), which shall be maintained as an Eligible Deposit Account and shall bear a designation clearly indicating that the Trust Collection amounts deposited thereto are held for the benefit of the Noteholders and Certificateholders. (ii) The Issuer, for the benefit of the Noteholders, shall cause the Indenture Trustee to establish with and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the "Note Distribution Account"), bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (biii) There shall be established and there shall be maintained an Eligible Account (initially at The Issuer, for the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf benefit of the Noteholders, shall establish and maintain with cause the Indenture Trustee to establish with and maintain in the name of the Issuing EntityIndenture Trustee an Eligible Deposit Account (the "Reserve Account"), the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders. (iv) The Issuer shall also cause to be established two administrative subaccounts within the Note Distribution Account at the Eligible Institution then maintaining the Note Distribution Account, which subaccounts shall be designated the "Interest Distribution Account" and the "Principal Distribution Account", respectively. The Interest Distribution Account and the Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be are established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Accountsolely for administrative purposes.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account.

Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at The Servicer shall, prior to the Indenture Trustee) until the Outstanding Note Amount is reduced to zeroClosing Date, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and a segregated trust account in the name "The Chase Manhattan Bank as Indenture Trustee, as secured party from Ford Credit Auto Owner Trust 2000-G", at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the Issuing Entity"Collection Account". Initially, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholdersshall be account number C-70930 and shall include any successor or replacement accounts thereto. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero. (b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, a Qualified Institution or Qualified Trust Institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account 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 Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst 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 on each Determination mature not later than the Business Day immediately prior to the Distribution Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds for the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of The Chase Manhattan Bank, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Owner Trustee's assistance as necessary, assist cause the Administrator Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent). (b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be an Eligible designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, establish and maintain two segregated trust accounts, each in the name "The Bank of New York as Owner Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Bank of New York), which shall be designated as the "Certificate Interest Distribution Account" and the "Certificate Principal Distribution Account", respectively. Each Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in each Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that either Certificate Distribution Account is no longer to be maintained at the corporate trust department of The Bank of New York the Servicer shall, with the Owner Trustee's assistance as necessary, cause such Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). Each Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Obligors. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to transfer make withdrawals from the Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to and withdrawals from the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead 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 Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Payahead Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (e) Notwithstanding the provisions of clause (d) above and of Section 4.6(a)(ii), for so long as (i) Ford Credit is the Servicer, (ii) the rating of Ford Credit's short-term unsecured debt is at least P-1 by Moody's, is at least A-1 by Standard & Poor's and is at least F-0 xx Xxtch and (iii) no Event of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as each Monthly Remittance Condition is satisfied, the Servicer shall not be required to segregate or otherwise hold separate any cash and/or Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.6(a)(i). At any investments time that any Monthly Remittance Condition is not satisfied, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it (which amount shall be at least equal to the Payahead Balance as of the close of business on the last day of the immediately preceding Collection Period). Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such new Accountalternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to the Notes and the Certificates. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (iii) of the first sentence of this Section 4.1(e) that would require remittance of the Payaheads to the Payahead Account unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from the Noteholders of Notes evidencing not less than 25% of the Note Balance of the Notes Outstanding or from the Certificateholders of Certificates evidencing not less than 25% of the Aggregate Certificate Balance or unless a Trustee Officer in the Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance.

Accounts. (a) There shall be Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall be maintained an Eligible Account (initially at U.S. Bank) in the name of the Indenture Trustee) Trustee until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerand thereafter, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityOwner Trustee, which is designated as the Trust Collection "Reserve Account". The Reserve Account bearing shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersSecurityholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero, and thereafter under the sole dominion and control of the Owner Trustee. (db) The Issuer shall cause the Transferor, prior to the Closing Date, establish and maintain an Eligible Account in the name of the Indenture Trustee on behalf of the Noteholders, which shall be designated as the "Note Distribution Account". The Note Distribution Account shall be held in trust for the benefit of the Noteholders. The Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee. (c) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents 2004-A Servicing Supplement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies)Trustee, until the Outstanding Note Amount has been reduced to zero, and thereafter with respect to the Reserve Account, the Owner Trustee shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not Servicer in causing each Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account.

Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at The Servicer shall, prior to the Indenture Trustee) until the Outstanding Note Amount is reduced to zeroClosing Date, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and a segregated trust account in the name "The Chase Manhattan Bank as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2001-E", at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the Issuing Entity"Collection Account". Initially, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholdersshall be account number 160838.1 and shall include any successor or replacement accounts thereto. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero. (b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, a Qualified Institution or Qualified Trust Institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish UCC) and maintain with instructions originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account 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 Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst 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 on each Determination mature not later than the Business Day immediately prior to the Distribution Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds for the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of The Chase Manhattan Bank, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Owner Trustee's assistance as necessary, assist cause the Administrator Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent). (b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be an Eligible designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, establish and maintain two segregated trust accounts, each in the name "The Bank of New York as Owner Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Bank of New York), which shall be designated as the "Certificate Interest Distribution Account" and the "Certificate Principal Distribution Account", respectively. Each Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in each Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that either Certificate Distribution Account is no longer to be maintained at the corporate trust department of The Bank of New York the Servicer shall, with the Owner Trustee's assistance as necessary, cause such Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). Each Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Obligors. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to transfer make withdrawals from the Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to and withdrawals from the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead 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 Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Payahead Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (e) Notwithstanding the provisions of clause (d) above and of Section 4.6(a)(ii), for so long as (i) Ford Credit is the Servicer, (ii) the rating of Ford Credit's short-term unsecured debt is at least "P-1" by Moody's, is at least "A-1" by Standard & Poor's and is at least "F-1" xx Xxtch and (iii) no Event of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as each Monthly Remittance Condition is satisfied, the Servicer shall not be required to segregate or otherwise hold separate any cash and/or Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.6(a)(i). At any investments time that any Monthly Remittance Condition is not satisfied, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it (which amount shall be at least equal to the Payahead Balance as of the close of business on the last day of the immediately preceding Collection Period). Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied or any other remittance schedule with or without credit support through a servicer letter of credit, posting of collateral or any other means), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such new Accountalternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to the Notes and the Certificates. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (iii) of the first sentence of this Section 4.1(e) that would require remittance of the Payaheads to the Payahead Account unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from the Noteholders of Notes evidencing not less than 25% of the Note Balance of the Notes Outstanding or from the Certificateholders of Certificates evidencing not less than 25% of the Aggregate Certificate Balance or unless a Trustee Officer in the Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance.

Accounts. (a) There (a) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the Trust Collection amounts deposited thereto are held for the benefit of the Noteholders. (ii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders. The Trust Collection Account . (iii) [Reserved]. (iv) Funds on deposit in the Reserve Account, shall be under the sole dominion and control of invested by the Indenture Trustee until in Eligible Investments selected in writing by the Outstanding Note Amount has been reduced Servicer; provided, however, that if the Servicer fails to zero. (b) There select any Eligible Investment, such funds shall be established and there shall be maintained an remain uninvested. All such Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Investments shall be held by the Indenture Trustee as part for the benefit of the Collateral and Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied with respect to different investments, funds on deposit in the Reserve Account shall be applied invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. (v) Funds on deposit in the purposes herein providedCollection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied with respect to different investments, funds on each Determination Date all interest and other investment deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Investment earnings (on funds deposited in the Collection Account, net of losses and investment expenses) on funds on deposit in the Accounts , shall be deposited into released to the Trust Collection Account Servicer on each Payment Date and shall be deemed to constitute a portion the property of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new AccountServicer.

Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at The Servicer shall, prior to the Indenture Trustee) until the Outstanding Note Amount is reduced to zeroClosing Date, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and a segregated trust account in the name "The Chase Manhattan Bank as Indenture Trustee, as secured party from Ford Credit Auto Owner Trust 1999-D", at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the Issuing Entity"Collection Account". Initially, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholdersshall be account number C-70780 and shall include any successor or replacement accounts thereto. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero. (b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, a Qualified Institution or Qualified Trust Institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account 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 Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst 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 on each Determination mature not later than the Business Day immediately prior to the Distribution Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds for the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of The Chase Manhattan Bank, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Owner Trustee's assistance as necessary, assist cause the Administrator Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent). (b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be an Eligible designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, establish and maintain two segregated trust accounts, each in the name "The Bank of New York as Owner Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Bank of New York), which shall be designated as the "Certificate Interest Distribution Account" and the "Certificate Principal Distribution Account", respectively. Each Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in each Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that either Certificate Distribution Account is no longer to be maintained at the corporate trust department of The Bank of New York the Servicer shall, with the Owner Trustee's assistance as necessary, cause such Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). Each Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Obligors. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to transfer make withdrawals from the Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to and withdrawals from the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead 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 Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Payahead Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (e) Notwithstanding the provisions of clause (d) above and of Section 4.6(a)(ii), for so long as (i) Ford Credit is the Servicer, (ii) the rating of Ford Credit's short-term unsecured debt is at least P-1 by Moodx'x, xx at least A-1 by Standard & Poor's and is at least F-1 by Fitch and (iii) no Event of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as each Monthly Remittance Condition is satisfied, the Servicer shall not be required to segregate or otherwise hold separate any cash and/or Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.6(a)(i). At any investments time that any Monthly Remittance Condition is not satisfied, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it (which amount shall be at least equal to the Payahead Balance as of the close of business on the last day of the immediately preceding Collection Period). Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such new Accountalternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to the Notes and the Certificates. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (iii) of the first sentence of this Section 4.1(e) that would require remittance of the Payaheads to the Payahead Account unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from the Noteholders of Notes evidencing not less than 25% of the principal amount of the Notes Outstanding or from the Certificateholders of Certificates evidencing not less than 25% of the Aggregate Certificate Balance or unless a Trustee Officer in the Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance.

Accounts. (a) There Prior to the Closing Date there shall have been established (i) the Ford Credit Deposit Account, to which Ford Credit has agreed to deposit collections on the Ford Credit Receivables, as more specifically described in the Ford Credit Servicing Agreement, (ii) a Huntington Deposit Account, to which Huntington has been directed to remit collections on the Huntington Receivables in accordance with the Huntington Purchase and Servicing Agreement and (iii) a SST Deposit Account, to which SST shall deposit collections on the OSB Receivables, as more specifically described in the SST Servicing Agreement. Each of the forgoing deposit accounts were established and shall initially be maintained with the Depository Institution, which shall be established and there a "federally insured depository institution" as specified in Item 1122(d)(2)(v) of Regulation AB. No checks shall be maintained an Eligible Account (initially at issued, printed or honored with respect to any such account. On the Indenture Trustee) until the Outstanding Note Amount is reduced Business Day prior to zeroeach Payment Date, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and is hereby instructed to withdraw from each such deposit account for deposit into the Collection Account the Available Collections for the related Collection Period. All monies owned by the Issuer deposited from time to time in the name of foregoing deposit accounts shall be held by the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Depository Institution for the benefit of the Noteholders. The Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property; provided, however, that all monies owned by the Seller or other third parties deposited from time to time in the foregoing deposit accounts shall not be so held and shall not be available for deposit into the Collection Account and shall not be under the sole dominion and control available to make payments in respect of the Indenture Trustee until Notes or the Outstanding Note Amount has been reduced to zeroCertificates. (b) There shall The Indenture Trustee shall, prior to the Closing Date, cause to be established and there shall be maintained an two Eligible Account (Deposit Accounts in the name "JPMorgan Chase Bank, National Association, as Indenture Trustee and as secured party for GS Auto Loan Trust 2006-1", initially at the corporate trust department of the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is shall be designated as the “"Collection Account" and the "Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders," respectively. The Collection Account and the Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee. In addition, the Collection Account and the Principal Distribution Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee until without further consent of the Outstanding Note Amount has been reduced Issuer. All monies deposited from time to zerotime in the Collection Account and the Principal Distribution Account shall be held by the Indenture Trustee as secured party for the benefit of the Indenture Secured Parties and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account and the Principal Distribution Account shall be made only upon the terms and conditions of the Basic Documents. (c) There All amounts held in the Collection Account and the Principal Distribution Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the depository institution or trust company then maintaining the Collection Account and the Principal Distribution Account in specified Permitted Investments that mature not later than the second Business Day immediately prior to the Payment Date (or if the Rating Agency Condition is satisfied, not later than such Payment Date) for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. 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 or the Principal Distribution Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Indenture Trustee shall cause an Eligible Deposit Account to be established as the Collection Account or Principal Distribution Account, as applicable, within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (d) The Indenture Trustee shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and there shall be maintained an Eligible Account (maintained, in the name "GS Auto Loan Trust 2006-1 Certificate Distribution Account", initially at the corporate trust department of the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is shall be designated as the “Reserve "Certificate Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders". The Reserve Certificate Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) Owner Trustee. All monies deposited from time to time in the Accounts Certificate Distribution Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit as provided in the Accounts shall be deposited into Basic Documents. In the Trust Collection event that the Certificate Distribution Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of the Indenture Trustee, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until shall cause an Eligible Deposit Account to be established as the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Certificate Distribution Account within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause give written notice of the Indenture Trustee location and account number of such account to transfer any cash and/or any investments to such new Accountthe Owner Trustee.

Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at The Servicer shall, prior to the Indenture Trustee) until the Outstanding Note Amount is reduced to zeroClosing Date, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and a segregated trust account in the name "The Chase Manhattan Bank as Indenture Trustee, as secured party from Ford Credit Auto Owner Trust 2000-C", at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the Issuing Entity"Collection Account". Initially, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholdersshall be account number C-70878 and shall include any successor or replacement accounts thereto. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero. (b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, a Qualified Institution or Qualified Trust Institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account 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 Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst 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 on each Determination mature not later than the Business Day immediately prior to the Distribution Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds for the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of The Chase Manhattan Bank, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Owner Trustee's assistance as necessary, assist cause the Administrator Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account).

Accounts. (a) There shall be established As and there shall be maintained an Eligible Account (initially at when required under the Indenture Trustee) until terms of this Agreement, the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, Servicer Parties shall establish and maintain with the Indenture Trustee and Lock-Box Account in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Seller for the benefit of the NoteholdersAgent for the purpose of receiving Collections and other amounts to be paid hereunder. The Trust Collection Lock-Box Account shall be under an Eligible Account and shall be a segregated trust or custodial account established and maintained with the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroLock-Box Bank. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, Servicer shall establish and maintain with the Indenture Trustee and Collection Account in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held Seller for the benefit of the NoteholdersAgent for the purpose of receiving Collections from the Specified Amount and Lock-Box Account. The Principal Distribution Collection Account shall be under an Eligible Account and initially shall be a segregated non-interest bearing trust or custodial account established and maintained with the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroCollection Account Bank. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, Servicer shall establish and maintain with the Indenture Trustee and Reserve Account in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held Seller for the benefit of the NoteholdersAgent for the purpose of holding the Required Reserve Account Amount. The Reserve Account shall be under an Eligible Account and initially shall be a segregated non-interest bearing trust or custodial account established and maintained with the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroCollection Account Bank. (d) All monies deposited from time to time The Servicer shall establish the Excess Collections Account in the Accounts pursuant to this Indenture or name of the other Transaction Documents Seller for the benefit of the Agent. The Excess Collections Account shall be held by an Eligible Account and initially shall be a segregated non-interest bearing trust or custodial account established and maintained with the Indenture Trustee as part Collection Account Bank. (e) All or a portion of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds amounts on deposit in the Collection Account, the Reserve Account, the Lock-Box Accounts and the Excess Collections Account shall be invested and reinvested by the Agent by written direction to the Collection Account Bank or the Lock-Box Bank, as the case may be, in one or more Permitted Investments bearing interest or sold at discount. No such investment shall mature later than One Business Day prior to the next Distribution Date. All income or other gains from investment of moneys deposited in the Collection Account, the Reserve Account, the Lock-Box Account and the Excess Collections Account shall be deposited into by the Trust Agent in the Collection Account immediately upon receipt, and any loss resulting from such investment shall be deemed to constitute a portion of Available Funds for deducted from the related Payment Dateamount on deposit in the applicable account. If any amounts are needed for disbursement from the Collection Account, the Excess Collections Account, the Lock-Box Accounts or the Reserve Account and sufficient uninvested funds are not available therein to make such disbursement, the Agent shall cease cause to be sold or otherwise converted to cash a sufficient amount of the investments in such Account to make such disbursement. The Collection Account Bank shall have no obligation to invest and reinvest any cash held in the absence of timely and specific written investment direction from the Agent (including any written standing investment direction). In no event shall the Collection Account Bank be liable for the Agent's selection of investments or for investment losses incurred thereon. The Collection Account Bank shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Agent to provide timely written investment direction. (f) If at any time the Collection Account, the Excess Collections Account, the Lock-Box Accounts or the Reserve Account ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee Agent shall transfer such account to another institution such that such account no longer qualifies), until shall meet the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be requirements of an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account. (g) None of the Seller, Servicer or Sub-Servicer shall create, incur, assume or suffer to exist any Lien (other than a Lien contemplated under this Agreement) upon the Lock-Box Account, Collection Account, Reserve Account or Excess Collections Account; provided, that, with the written consent of the Agent, a Lien may be placed upon the Lock-Box Account so long as the Agent is also granted a Lien thereon pursuant to an intercreditor arrangement satisfactory to the Agent. Any breach of this Section 11.14(g) shall constitute an immediate Event of Default hereunder.

Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at The Servicer shall, prior to the Indenture Trustee) until the Outstanding Note Amount is reduced to zeroClosing Date, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and a segregated trust account in the name "The Chase Manhattan Bank as Indenture Trustee, as secured party from Ford Credit Auto Owner Trust 1999-A", at a Qualified Institution or 12 Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the Issuing Entity"Collection Account". Initially, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholdersshall be account number C-28563 and shall include any successor or replacement accounts thereto. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero. (b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, a Qualified Institution or Qualified Trust Institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account 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 Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst 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 on each Determination mature not later than the Business Day immediately prior to the Distribution Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds for the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of The Chase Manhattan Bank, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Owner Trustee's assistance as necessary, assist cause the Administrator Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent). (b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be an Eligible designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, establish and maintain two segregated trust accounts, each in the name "The Bank of New York as Owner Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Bank of New York), which shall be designated as the "Certificate Interest Distribution Account" and the "Certificate Principal Distribution Account", respectively. Each Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in each Certificate Distribution Account pursuant to this Agreement and the Indenture shall 13 be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that either Certificate Distribution Account is no longer to be maintained at the corporate trust department of The Bank of New York the Servicer shall, with the Owner Trustee's assistance as necessary, cause such Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). Each Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Obligors. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to transfer make withdrawals from the Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to and withdrawals from the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead 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 Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Payahead Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (e) Notwithstanding the provisions of clause (d) above and of Section 4.6(a)(ii), for so long as (i) Ford Credit is the Servicer, (ii) the rating of Ford Credit's short-term unsecured debt is at least P-1 by Moodx'x, xx at least A-1 by Standard & Poor's and is at least F-1 by Fitch and (iii) no Event of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as each Monthly Remittance Condition is satisfied, the Servicer shall not be required to segregate or otherwise hold separate any cash and/or Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.6(a)(i). At any investments time as any Monthly Remittance Condition is not satisfied, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held 14 or received by it (which amount shall be at least equal to the Payahead Balance as of the close of business on the last day of the immediately preceding Collection Period). Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such new Accountalternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to the Notes and the Certificates. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (iii) of the first sentence of this Section 4.1(e) that would require remittance of the Payaheads to the Payahead Account unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from the Noteholders of Notes evidencing not less than 25% of the principal amount of the Notes Outstanding or from the Certificateholders of Certificates evidencing not less than 25% of the Aggregate Certificate Balance or unless a Trustee Officer in the Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance.

Accounts. (a) There (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and there shall be maintained established, an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders. (ii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (including the subaccounts referred to in clause (iv) below, the Trust Collection Account “Note Distribution Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders. (iii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iv) The Issuer shall also cause to be established two administrative subaccounts within the Note Distribution Account, which subaccounts shall be designated the “Interest Distribution Account” and the “Principal Distribution Account”, respectively. The Interest Distribution Account and the Principal Distribution Account are established and maintained solely for administrative purposes. (v) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Other than as permitted in writing by the Rating Agencies, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. (vi) Funds on deposit in the Swap Termination Payment Account (to the extent such account is established under Section 5.09(b)) and the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments, such funds shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Other than as permitted in writing by the Rating Agencies, funds on deposit in the Swap Termination Payment Account and the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the next Payment Date. Investment earnings on funds deposited in the Swap Termination Payment Account and the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer. (i) The Indenture Trustee shall possess all right, title and interest in all funds received and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Collection Account Accounts shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicercase may be. If, on behalf of the Noteholdersat any time, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve a Trust Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 15 calendar days, as to which each Rating Agency may consent) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment. (ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Deposit Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.

Accounts. (a) There The Trust shall establish, or shall cause to be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablished, on behalf of or before the NoteholdersClosing Date, and shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersInsurer and the 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 and the Indenture. 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 within two Business Days pursuant to the first sentence of Section 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 Eligible Investments that mature not later than the Business Day preceding the Payment Date following the Collection Period to which such amounts 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, cause the Collection Account to be moved to an Eligible Institution within ten (10) 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). The Servicer shall promptly notify the Indenture 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. (b) The Trust Collection 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) the following note payment accounts: (i) a segregated trust account designated as the Class A Note Payment Account (the “Class A Note Payment Account”). The Class A Note Payment Account shall be held in trust for the benefit of the Class A Noteholders and the Insurer. The Class A Note Payment Account shall be under the sole dominion and control of the Indenture Trustee until Trustee; provided, however, that the Outstanding Note Amount has been reduced Servicer may make deposits to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with direct the Indenture Trustee in writing to make withdrawals from the Class A Note Payment Account in accordance with this Agreement and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIndenture. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts Class A Note Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Indenture. The amounts on deposit in the Accounts Class A Note Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Class A Note Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist cause the Administrator Class A Note Payment Account to be moved to an Eligible Institution within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency and the Insurer (provided that no Insurer Default shall have occurred and is continuing) may consent) to establish a new Account at an institution at which it ). The Servicer shall be an Eligible Account and shall cause promptly notify the Indenture Trustee, the Insurer and the Owner Trustee to transfer of any cash and/or any investments to such new change in the account number or location of the Class A Note Payment Account.; and

Accounts. (a) There shall be Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall be maintained an Eligible Account (initially at The Chase Manhattan Bank) in the name of the Indenture Trustee) Trustee until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerand thereafter, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityOwner Trustee, which is designated as the Trust Collection Account bearing "Reserve Fund." The Reserve Fund shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersSecurityholders. The Trust Collection Account Reserve Fund shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero, and thereafter under the sole dominion and control of the Owner Trustee. (b) There shall be established The Transferor shall, prior to the Closing Date, establish and there shall be maintained maintain an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee on behalf of the Senior Noteholders, which shall be designated as the Principal "Note Distribution Account". The Note Distribution Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the Senior Noteholders. The Principal Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroTrustee. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Administration Supplement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies)Trustee, until the Outstanding Note Amount has been reduced to zero, and thereafter with respect to the Reserve Fund, the Owner Trustee shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not Servicer in causing each Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account.

Accounts. (a) There shall be Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall be maintained an Eligible Account (initially at [ ]) in the name of the Indenture Trustee) Trustee until the Note Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerand thereafter, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityOwner Trustee, which is designated as the Trust Collection Account bearing “Reserve Fund.” The Reserve Fund shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersSecurityholders. The Trust Collection Account Reserve Fund shall be under the sole dominion and control of the Indenture Trustee until the Note Outstanding Note Amount has been reduced to zero, and thereafter under the sole dominion and control of the Owner Trustee. (b) There shall be established The Transferor shall, on or prior to the Closing Date, establish and there shall be maintained maintain an Eligible Account (initially at in the name of the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, Trustee on behalf of the Noteholders, which shall establish and maintain with be designated as the Indenture Trustee and in the name of the Issuing Entity, the Principal “Note Distribution Account.” The Note Distribution Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the Noteholders. The Principal Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroTrustee. (c) There [Upon receipt by the Issuer of a Swap Termination Payment, the Indenture Trustee shall be established establish and there shall be maintained maintain an Eligible Account (initially at in the name of the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, Trustee on behalf of the Noteholders, which shall establish and maintain with be designated the Indenture Trustee and “Swap Termination Account”. The Swap Termination Account shall be held in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held trust for the benefit of the Noteholders. The Reserve Swap Termination Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroTrustee.] (d) [The Indenture Trustee acknowledges that, pursuant to the provisions of the Swap Agreement, the Swap Counterparty may be required to post collateral with the Indenture Trustee to secure the Swap Counterparty’s obligations under the Swap Agreement. The Indenture Trustee shall establish and maintain an Eligible Account in the name of the Indenture Trustee on behalf of the Noteholders and the Swap Counterparty to hold such collateral if the Swap Counterparty is required to post collateral to secure the obligations under the Swap Agreement, which shall be designated the “Swap Collateral Account”. The Indenture Trustee further agrees to follow such written instructions relating to the administration of, and transfers from, such account, as may be delivered by (i) the Administrator or (ii) the Swap Counterparty, in each case subject to and in accordance with the terms of the Swap Agreement.] (e) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Administration Agreement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies)Trustee, until the Note Outstanding Note Amount has been reduced to zero, and thereafter with respect to the Reserve Fund, the Owner Trustee shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not Administrative Agent in causing each Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account.

Accounts. (a) There Prior to the Closing Date there shall have been established a deposit account pursuant to which the Receivables Servicer shall deposit collections on the Receivables, as more specifically described in the Receivables Servicing Agreement. The foregoing deposit account was established and shall initially be maintained with the Depository Institution. On or prior to each Payment Date, the Master Servicer shall instruct the Depository Institution to withdraw from such deposit account for deposit into the Collection Account the Available Collections for the related Collection Period. All monies owned by the Trust deposited from time to time in the foregoing deposit account shall be established and there shall be maintained an Eligible Account (initially at held by the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Depository Institution for the benefit of the NoteholdersNoteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property; provided, however, that all monies owned by third parties deposited from time to time in the foregoing deposit account shall not be so held and shall not be available for deposit into the Collection Account and shall not be available to make payments in respect of the Notes or the Certificates. (b) The Master Servicer shall, prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "U.S. Bank National Association, on behalf of HSBC Bank USA, National Association as Indenture Trustee and as secured party with respect to Merrill Auto Trust Securitization 2000-0", initially at the corporate trust department of the Securities Administrator, which shall be designated as the "Collection Account". The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Master Servicer and/or relevant Depository Institution may make deposits to, and the Indenture Trustee until and the Outstanding Note Amount has been reduced to zero. Securities Administrator may (bfollowing written instruction of the Master Servicer) There make withdrawals from, the Collection Account in accordance with the terms of the Basic Documents. In addition, the Collection Account shall be established and there maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be maintained an Eligible Account (initially at held by the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, Securities Administrator on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held as secured party for the benefit of the NoteholdersNoteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. 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 depository institution or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date (or if the Rating Agency Condition is satisfied, not later than such Payment Date) for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. 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 corporate trust department of the Securities Administrator, the Master Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). The Master Servicer shall not be required to invest amounts representing Available Collections for a Payment Date that are deposited into the Collection Account on or after the Business Day immediately preceding the related Payment Date. (c) The Master Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (d) The Master Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "Merrill Auto Trust Securitization 2000-0 Xertificate Distribution Account", initially at the corporate trust department of the Securities Administrator, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Owner Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts Certificate Distribution Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Owner Trustee as part of the Collateral Trust Property and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit as provided in the Accounts shall be deposited into Basic Documents. In the Trust Collection event that the Certificate Distribution Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease is no longer to be maintained at the corporate trust department of the Securities Administrator, the Master Servicer shall cause an Eligible Account, Deposit Account to be established as the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Certificate Distribution Account within 10 ten Business Days (or such longer period, period not to exceed 30 calendar days, days as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause give written notice of the Indenture Trustee location and account number of such account to transfer any cash and/or any investments to such new Accountthe Owner Trustee.

Accounts. (a) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Trust Indenture Trustee) a segregated trust account designated as the Collection Account bearing a designation clearly indicating that (the funds on deposit therein are “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, [and] the Certificateholders [and the Swap Counterparty]. The Trust 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to zerotime 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. (b) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Principal Distribution Indenture Trustee) a segregated trust account designated as the Note Payment Account bearing a designation clearly indicating that (the funds on deposit therein are “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Principal Distribution Note Payment 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 until in writing to make withdrawals from the Outstanding Note Amount has been reduced Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to zerotime in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment 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 may consent) cause the Note Payment 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 Note Payment Account. (c) There The Servicer shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicerestablish, on behalf of or before the NoteholdersClosing Date, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Indenture Trustee at an Eligible Institution (which shall initially be the Reserve Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20[__]-[__] Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the NoteholdersCertificateholders. The Reserve Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee until in writing to make deposits to the Outstanding Note Amount has been reduced Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to zero. (d) make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Accounts Certificate Payment Account pursuant to this Agreement and the Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral Trust Property and shall be applied to as provided in this Agreement and the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds Trust Agreement. The amounts on deposit in the Accounts Certificate Payment Account shall not be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Dateinvested. If any the Certificate Payment Account shall cease is no longer to be an Eligible Accountmaintained at the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee’s assistance as necessary, assist the Administrator promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) cause the Certificate Payment Account to establish a new be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account at an institution at which it and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, [and] (ii) the Total Note Interest for each Class of Notes for such Distribution Date, [and] [(iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period] [[and] (iv) all amounts owed to the Swap Counterparty under the Swap Agreement] [and (v) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer], then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, [and] (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be an Eligible equal to the amount necessary to pay the principal amount of the Notes in full [and (iii) amounts withdrawn from the Reserve Account and will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)]. (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer any cash and/or any investments of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (a) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to such new instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) There shall The Servicer shall, prior to the Closing Date, cause to be established and there shall be 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) until the Outstanding Note Amount is reduced to zero, which is shall be designated as the “Trust "Collection Account”". The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero. (b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained at an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, Institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account 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 Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst 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 on each Determination mature not later than the Business Day immediately prior to the Payment Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Issuer's assistance as necessary, assist cause an Eligible Deposit Account to be established as the Administrator Collection Account within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent). (b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 2001-2 Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Indenture Trustee Certificate Distribution Account within ten (10) Business Days (or such longer period not to transfer any cash and/or any investments exceed thirty (30) calendar days as to such new Accountwhich each Rating Agency may consent). The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at The Servicer shall, prior to the Indenture Trustee) until the Outstanding Note Amount is reduced to zeroClosing Date, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and a segregated trust account in the name "The Chase Manhattan Bank as Indenture Trustee, as secured party from Ford Credit Auto Owner Trust 2000-B", at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the Issuing Entity"Collection Account". Initially, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholdersshall be account number C-70868 and shall include any successor or replacement accounts thereto. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero. (b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, a Qualified Institution or Qualified Trust Institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account 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 Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst 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 on each Determination mature not later than the Business Day immediately prior to the Distribution Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds for the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of The Chase Manhattan Bank, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Owner Trustee's assistance as necessary, assist cause the Administrator Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent). (b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be an Eligible designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, establish and maintain two segregated trust accounts, each in the name "The Bank of New York as Owner Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Bank of New York), which shall be designated as the "Certificate Interest Distribution Account" and the "Certificate Principal Distribution Account", respectively. Each Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in each Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that either Certificate Distribution Account is no longer to be maintained at the corporate trust department of The Bank of New York the Servicer shall, with the Owner Trustee's assistance as necessary, cause such Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). Each Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Obligors. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to transfer make withdrawals from the Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to and withdrawals from the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead 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 Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Payahead Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (e) Notwithstanding the provisions of clause (d) above and of Section 4.7(a)(ii), for so long as (i) Ford Credit is the Servicer, (ii) the rating of Ford Credit's short-term unsecured debt is at least P-1 by Moody's, at least A-1 by Standard & Poor's and at least F-0 xx Xxtch and (iii) no Event of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as each Monthly Remittance Condition is satisfied, the Servicer shall not be required to segregate or otherwise hold separate any cash and/or Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.7(a)(i). At any investments time that any Monthly Remittance Condition is not satisfied, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it (which amount shall be at least equal to the Payahead Balance as of the close of business on the last day of the immediately preceding Collection Period). Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to the Notes and the Certificates. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (iii) of the first sentence of this Section 4.1(e) that would require remittance of the Payaheads to the Payahead Account unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from the Noteholders of Notes evidencing not less than 25% of the principal amount of the Notes Outstanding or from the Certificateholders of Certificates evidencing not less than 25% of the Aggregate Certificate Balance or unless a Trustee Officer in the Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance. (f) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which subaccount shall be designated as the "Accumulation Account". The Accumulation Account shall be held in trust for the benefit of the Noteholders. The Accumulation Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Accumulation Account in accordance with the Basic Documents. All monies deposited from time to time in the Accumulation Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals from the Accumulation Account shall be made only upon the terms and conditions of the Basic Documents. All amounts held in the Accumulation 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 Accumulation Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income on funds on deposit in the Accumulation Account shall be withdrawn and deposited in the Collection Account for distribution on each Distribution Date in accordance with Section 4.7(c). In the event that the Accumulation Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Accumulation Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (g) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "VPTN Proceeds Account". The VPTN Proceeds Account shall be held in trust for the benefit of the holders of the Subclass of Class A Notes to be paid on its Targeted Scheduled Distribution Date from the proceeds of issuance after the Closing Date of VPTNs deposited to such new Accountaccount from time to time. The VPTN Proceeds Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the VPTN Proceeds Account in accordance with the Basic Documents. All monies deposited from time to time in the VPTN Proceeds Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals from the VPTN Proceeds Account shall be made only upon the terms and conditions of the Basic Documents.

Accounts. (a) There shall be Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall be maintained an Eligible Account (initially at [__________]) in the name of the Indenture Trustee) Trustee until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicerand thereafter, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityPaying Agent on behalf of the Owner Trustee, which is designated as the Trust Collection Account bearing “Reserve Fund.” The Reserve Fund shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersSecurityholders. The Trust Collection Account Reserve Fund shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero, and thereafter under the sole dominion and control of the Paying Agent on behalf of the Owner Trustee. (b) There The Issuer shall be established cause the Indenture Trustee, prior to the Closing Date, to establish and there shall be maintained maintain an Eligible Account (initially at in the name of the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, Trustee on behalf of the Noteholders, which shall establish and maintain with be designated as the Indenture Trustee and in the name of the Issuing Entity, the Principal “Note Distribution Account”. The Note Distribution Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the Noteholders. The Principal Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroTrustee. (c) There Pursuant to the 20[__]-[__] SUBI Supplement, the Servicer shall establish and the Indenture Trustee shall maintain, in the name of the Trust, for the exclusive benefit of the holders of interests in the 20[__]-[__] SUBI, the 20[__]-[__] SUBI Collection Account, which account shall constitute a SUBI Collection Account. The 20[__]-[__] SUBI Collection Account initially shall be established and there shall be maintained with the corporate trust department of [__________], as Indenture Trustee. (d) Pursuant to Section 5.01 of the Trust Agreement, the Owner Trustee will establish (or will cause the Indenture Trustee to establish) an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, Trust which shall be designated the Reserve “Certificate Distribution Account” (initially at [__________]). The Certificate Distribution Account bearing a designation clearly indicating that the funds on deposit therein are shall be held in trust for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroTrust Certificateholders. (de) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Servicing Supplement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies)Trustee, until the Outstanding Note Amount has been reduced to zero, and thereafter with respect to the Reserve Fund, the Owner Trustee shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not Servicer in causing each Account to exceed 30 calendar days, as be moved to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account. All of the Accounts shall be non-interest bearing. If the 20[__]-[__] SUBI Collection Account is no longer maintained in the corporate trust department of the Indenture Trustee, and shall cause the Indenture Trustee at any time does not have the ratings specified in either clause (a) or (b) of the definition of “Required Deposit Rating,” the Servicer shall, with the assistance of the Indenture Trustee, as necessary, cause the 20[__]-[__] SUBI Collection Account to transfer any cash and/or any investments to such new Accountbe moved in accordance with the Vehicle Trust Agreement.

Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, Servicer shall establish the Collection Account and maintain with the Indenture Trustee and Certificate Account in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held Trustee for the benefit of the NoteholdersCertificateholders. The Trust Each of the Collection Account and the 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 until have the Outstanding Note Amount has been reduced 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 all amounts held in the Collection Account and Certificate Account shall, to zero. the extent permitted by applicable laws, rules and regulations and as directed by the Servicer (b) There such direction to be in a format reasonably acceptable to the Trustee), be invested by the Trustee in Eligible Investments and such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be established available to make the required distributions on the Distribution Date. Servicer hereby certifies that any such investment directed by it pursuant to this Section is authorized by this Section. Should the short-term unsecured debt obligations of the Trustee no longer have the Required Deposit Rating then, unless the Collection Account and there shall be the Certificate Account are maintained an Eligible in segregated trust accounts in the trust department of the Trustee, the Servicer shall, with the Trustee's assistance as necessary and within ten Business Days of receipt of notice from the Trustee that the Trustee no longer has the Required Deposit Rating, cause the Collection Account and the Certificate Account (initially at i) to be moved to segregated trust accounts in a bank or trust company, the Indenture Trusteeshort-term unsecured debt obligations of which shall have the Required Deposit Rating or (ii) until to be moved to the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf trust department of the Noteholders, shall establish and maintain with the Indenture Trustee and Trustee. Earnings on investments of funds in the name of Collection Account and the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Certificate Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied paid to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new AccountServicer.

Accounts. (a) There The Servicer has established an account or accounts in the name of HMFC (the “Local Remittance Account”). All payments on the Receivables mailed by Obligors or any other Person to a Post Office Box or otherwise delivered to the Servicer shall be established and there shall deposited by Citibank N.A., as remittance processor, or the Servicer, as applicable, on a daily basis into the Local Remittance Account, from which the available funds related to the Receivables will be maintained an Eligible Account (initially at swept by the Indenture Trustee) until Servicer within two Business Days to the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The ; provided, however, that if the Servicer fails to transfer such payments to the Collection Account within two Business Days or the Servicer shall for any reason no longer be acting as Servicer, HMFC at its expense shall deliver to the successor Servicer all documents and records relating to the Post Office Boxes and cause Citibank N.A. to transfer payments related to the Receivables directly from the Post Office Box to the Collection Account. Amounts on behalf of deposit in the NoteholdersLocal Remittance Account shall not be invested. (i) On or prior to the Closing Date, the Servicer shall establish and maintain establish, or cause to be established, an account with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders. (ii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (including the subaccounts referred to in clause (iv) below, the Trust Collection Account “Note Distribution Account”), bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders. (iii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iv) The Issuer shall also cause to be established two administrative subaccounts within the Note Distribution Account, which subaccounts shall be designated the “Interest Distribution Account” and the “Principal Distribution Account”, respectively. The Interest Distribution Account and the Principal Distribution Account are established and maintained solely for administrative purposes. (v) Funds on deposit in the Reserve Account shall be invested by the Indenture Trustee in Eligible Investments selected by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment, the Indenture Trustee shall invest such funds in an Eligible Investment described in clause (d) of such definition. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Other than as permitted in writing by the Rating Agencies, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature not later than the Business Day immediately preceding the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. (vi) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment, the Indenture Trustee shall invest such funds in an Eligible Investment described in clause (d) of such definition. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature not later than the Business Day immediately preceding the next Payment Date. Funds deposited in the Collection Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. Investment earnings on funds deposited in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer. (i) The Indenture Trustee shall possess all right, title and interest in all funds received and all funds on deposit from time to time in a Post Office Box and the Local Remittance Account in each case only with respect to the Receivables, the Trust Accounts and in all proceeds thereof (including all income thereon). The Trust Collection Account Accounts shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zeroCertificateholders, which is designated as the “Reserve Account.” The Servicercase may be. If, on behalf of the Noteholdersat any time, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve a Trust Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease ceases to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 5 Business Days (or such longer period, not to exceed 30 15 calendar days, as to which each Rating Agency may consent) to establish a new Trust Account at an institution at which it shall be as an Eligible Account and shall cause transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. (ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to transfer instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Deposit Account for the purpose of withdrawing any cash and/or any investments to amounts deposited in error into such new Accountaccounts.

Accounts. (a) There 6.1 The Finance Officer shall provide such imprest accounts as he/she considers appropriate after consultation with the the Chief Executive. 6.2 The Finance Officer may arrange for bank accounts to be opened for use by holders of imprest accounts. Such bank accounts shall not be overdrawn, and it shall be established and there a standing instruction to the bank concerned that any departure from this regulation is reported immediately to the Finance Officer. 6.3 The Chief Executive shall be maintained responsible for the control and operation of the imprest account in accordance with instructions issued by the Finance Officer. 6.4 No sums received on behalf of ALG may be paid into an Eligible Account imprest account, but shall be banked separately or paid to ALG promptly as may be directed by the Finance Officer. 6.5 Payments from imprest accounts shall be limited to minor items, unobtainable through Creditors or Stores and ineligible for reimbursement through Payroll, the maximum value of which shall be £50 (initially inclusive of VAT), unless specific dispensation has been provided to the Chief Executive by the Finance Officer. All payments shall be supported by vouchers and all receipts, where appropriate, relating to expenditure from an imprest must be attached to the relevant voucher. 6.6 To satisfy the requirements of external auditors, imprest holders shall provide the Finance Officer with certificates annually to certify the balance held. These certificates must be sent to Finance Officer promptly after the end of the appropriate financial year. (Blank certificates will be provided to the imprest holders for this purpose by the Finance Officer before the end of each financial year). 6.7 Claims for the reimbursement of imprest accounts should be made at regular monthly intervals, following a full reconciliation of the Indenture Trustee) account and, in any event, frequently enough for the relevant bank account to remain in credit until the Outstanding Note Amount reimbursement is reduced received. Imprest reimbursement forms are to be provided by the Finance Officer. 6.8 It shall be the duty of the Chief Executive to notify the Finance Officer sufficiently in advance of the impending resignation or departure of the imprest account holder. When an imprest account holder leaves the service of ALG, he or she shall account to the Finance Officer for the amount advanced. 6.9 The general principle of imprest accounting is that at any time the cash balance, together with the aggregate value of any receipts on hand, unreimbursed claims and cheques not credited, should total the approved imprest account balance. At no stage should the cash balance be allowed to fall below zero. Income and change floats shall be kept separately from the imprest cash at all times, and shall not be used to fund cash expenditure. 6.10 If it becomes apparent that the current level of imprest is insufficient, the items on which the imprest is designated expended shall be reviewed. If it is clear that there is no reasonable alternative to expenditure through the “Trust Collection Account”imprest, a formal request in writing to have it increased shall be made to the Finance Officer. The ServicerSimilarly, if it becomes apparent that exceptional circumstances mean a temporary increase/decrease is required then a formal request is to be submitted to the Finance Officer. Further, sub-floats must not be issued from an imprest without the prior approval of the Finance Officer. 6.11 No officer shall authorise his or her own claims from an imprest account. Claims are to be authorised by the Chief Executive. Certification by or on behalf of the Noteholders, Chief Executive shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating be taken to mean that the funds on deposit therein certifying officer is satisfied that the expenses and allowances claimed are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion properly and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeronecessarily incurred and are properly payable. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, 6.12 Expenditure which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as should form part of the Collateral payroll system, eg clothing and car allowances, shall not be applied processed through imprest accounts. 6.13 All non-computerised records relating to imprest accounts should be maintained in ink. 6.14 The encashment of personal cheques and the purposes herein provided; providedadvancing of loans from an imprest is strictly forbidden. 6.15 The only bank charges which should be incurred, that on each Determination Date all interest and other investment earnings (net in respect of losses and investment expenses) on funds on deposit imprests operated via a bank account, are those in the Accounts shall normal course of operation of the account. As can be deposited into the Trust Collection Account and shall seen from Financial Regulation 6.2, bank charges in respect of overdrawn accounts should not be deemed to constitute a portion of Available Funds for the related Payment Dateincurred. If they have been incurred, however, they should be debited to an appropriate expenditure code and reclaimed on the imprest reimbursement form. 6.16 All Departments holding xxxxx cash should ensure that, at all times, cash is adequately secured. As a minimum this should be in a cash box within a lockable drawer. Amounts in excess of £50 should be kept overnight in a safe or lockable cupboard with very restricted access. 6.17 Whenever any Account shall cease to be an Eligible Accountmatter arises which involves or may suggest irregularities affecting a xxxxx cash imprest system, the Servicer (upon written notice Chief Executive shall notify the Finance Officer forthwith. This Regulation also applies in the event of any loss from the Indenture Trustee that such account no longer qualifies)imprest account, until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Accountidentified during reconciliation.

Accounts. (a) There shall be The Servicer has established and there various accounts in the name of the Indenture Trustee (the "Local Collection Accounts"), at the locations identified on Schedule IV. Each Local Collection Account shall be maintained as an Eligible Deposit Account and shall bear a designation clearly indicating that the amounts deposited thereto and held therein are for the benefit of the Issuer, as provided in the Local Collection Account Agreement. All payments on the Receivables mailed by Obligors or any other Person to the Local Post Office Boxes or otherwise delivered to the Servicer shall be deposited on a daily basis into the applicable Local Collection Account, from which they will be swept within two Business Days to the Collection Account. Amounts on deposit in any Local Collection Account shall not be invested. (initially at i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established, an account in the name of the Indenture Trustee) until Trustee (the Outstanding Note Amount is reduced to zero"Collection Account"), which is designated shall be maintained as an Eligible Deposit Account and shall bear a designation clearly indicating that the “Trust amounts deposited thereto are held for the benefit of the Noteholders and Certificateholders. The Servicer shall cause the Indenture Trustee to sweep any amounts deposited to any Local Collection Account”. , on or with respect to the Receivables into the Collection Account as promptly as possible, but in no event later than the second Business Day following receipt thereof in the Local Collection Accounts. (ii) The Servicer, on behalf for the benefit of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee an Eligible Deposit Account (the "Note Distribution Account"), the Trust Collection Account bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (biii) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf for the benefit of the NoteholdersNoteholders and the Certificateholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee an Eligible Deposit Account (the "Pre-Funding Account"), the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under Noteholders and the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zeroCertificateholders. (civ) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf for the benefit of the NoteholdersNoteholders and the Certificateholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee an Eligible Deposit Account (the "Capitalized Interest Account"), the Reserve Account bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders. The Reserve Noteholders and the Certificateholders. (v) Funds on deposit in the Collection Account, the Capitalized Interest Account, the Pre-Funding Account and the Note Distribution Account (collectively, the "Trust Accounts") shall be under the sole dominion and control of invested by the Indenture Trustee until in Eligible Investments selected in writing by the Outstanding Note Amount has been reduced to zero. (d) Servicer or, if an Insurance Agreement Event of Default shall have occurred and be continuing, the Security Insurer. All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents such Eligible Investments shall be held by the Indenture Trustee as part for the benefit of the Collateral Noteholders and shall be applied to the purposes herein providedCertificateholders or the Noteholders, as applicable; providedprovided that, that on each Payment Determination Date all interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds the Interest Distribution Amount for the related Payment Distribution Date. If Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts shall be invested in Eligible Investments that will mature not later than the Business Day immediately preceding the next Distribution Date. Funds deposited in a Trust Account on a day which immediately precedes a Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight. (vi) The Indenture Trustee shall not be held liable in any way by reason of any insufficiency in the Collection Account resulting from any loss on an Eligible Investment included therein, except for losses attributable to the Indenture Trustee's failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as Indenture Trustee, in accordance with their terms. (i) The Indenture Trustee and, to the extent provided herein, the Security Insurer shall cease possess all right, title and interest in all funds received in the Local Post Office Boxes and all funds on deposit from time to time in the Local Collection Accounts, the Trust Accounts and in all proceeds thereof (including all income thereon), subject to the Local Collection Account Agreement. The Local Post Office Boxes, the Local Collection Accounts and the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Noteholders and the Certificateholders, as the case may be subject to the Local Collection Account Agreement. If, at any time, any Local Collection Account or Trust Account ceases to be an Eligible Deposit Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Local Collection Account at an institution at which it shall be or Trust Account, as applicable, as an Eligible Deposit Account and shall cause the Indenture Trustee to transfer any cash and/or any investments from the account that is no longer an Eligible Deposit Account to such the new Local Collection Account or Trust Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 5.02(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Indenture Trustee; (C) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and (D) any Trust Account Property that is an "uncertificated security" under Article VIII of the UCC and that is not governed by clause (C) above shall be delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee's (or its nominee's) ownership of such security. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) There shall The Servicer shall, prior to the Closing Date, cause to be established and there shall be maintained an Eligible Deposit Account (in the name "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2005-3", initially at the corporate trust department of the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is shall be designated as the “Trust "Collection Account”". The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero. (b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained at an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account 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 Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst 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 immediately prior to the Payment Date for the Collection Period to which such amounts relate (or in the case of the Special Payment Date, the portion of such funds needed to make the final payment on each Determination Date all 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. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Issuer's assistance as necessary, assist cause an Eligible Deposit Account to be established as the Administrator Collection Account within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 2005-3 Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Indenture Trustee Certificate Distribution Account within ten (10) Business Days (or such longer period not to transfer any cash and/or any investments exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such new Accountaccount to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at The Servicer shall, prior to the Indenture Trustee) until the Outstanding Note Amount is reduced to zeroClosing Date, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and a segregated trust account in the name "The Chase Manhattan Bank as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2000-F", at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the Issuing Entity"Collection Account". Initially, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholdersshall be account number C-70927 and shall include any successor or replacement accounts thereto. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero. (b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, a Qualified Institution or Qualified Trust Institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account 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 Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst 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 on each Determination mature not later than the Business Day immediately prior to the Monthly Distribution Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds for the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of The Chase Manhattan Bank, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Owner Trustee's assistance as necessary, assist cause the Administrator Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent). (b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be an Eligible designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, establish and maintain two segregated trust accounts, each in the name "The Bank of New York as Owner Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Bank of New York), which shall be designated as the "Certificate Interest Distribution Account" and the "Certificate Principal Distribution Account", respectively. Each Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in each Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that either Certificate Distribution Account is no longer to be maintained at the corporate trust department of The Bank of New York the Servicer shall, with the Owner Trustee's assistance as necessary, cause such Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). Each Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Obligors. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to transfer make withdrawals from the Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to and withdrawals from the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead 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 Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Monthly Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Payahead Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (e) Notwithstanding the provisions of clause (d) above and of Section 4.7(a)(ii), for so long as (i) Ford Credit is the Servicer, (ii) the rating of Ford Credit's short-term unsecured debt is at least P-1 by Moody's, at least A-1 by Standard & Poor's and at least F-1 by Fitcx xxx (iii) no Event of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as each Monthly Remittance Condition is satisfied, the Servicer shall not be required to segregate or otherwise hold separate any cash and/or Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.7(a)(i). At any investments time that any Monthly Remittance Condition is not satisfied, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it (which amount shall be at least equal to the Payahead Balance as of the close of business on the last day of the immediately preceding Collection Period). Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to the Notes and the Certificates. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (iii) of the first sentence of this Section 4.1(e) that would require remittance of the Payaheads to the Payahead Account unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from the Noteholders of Notes evidencing not less than 25% of the Note Balance of the Notes Outstanding or from the Certificateholders of Certificates evidencing not less than 25% of the Aggregate Certificate Balance or unless a Trustee Officer in the Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance. (f) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which subaccount shall be designated as the "Accumulation Account". The Accumulation Account shall be held in trust for the benefit of the Noteholders. The Accumulation Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Accumulation Account in accordance with the Basic Documents. All monies deposited from time to time in the Accumulation Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals from the Accumulation Account shall be made only upon the terms and conditions of the Basic Documents. All amounts held in the Accumulation 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 Accumulation Account in Permitted Investments that mature not later than the Business Day immediately prior to the Monthly Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income on funds on deposit in the Accumulation Account shall be withdrawn and deposited in the Collection Account for distribution on each Monthly Distribution Date in accordance with Section 4.7(c). In the event that the Accumulation Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Accumulation Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (g) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "VPTN Proceeds Account". The VPTN Proceeds Account shall be held in trust for the benefit of the holders of the Subclass of Class A Notes to be paid on its Targeted Scheduled Distribution Date or on any Monthly Distribution Date thereafter from the proceeds of issuance of VPTNs deposited to such new account from time to time. The VPTN Proceeds Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the VPTN Proceeds Account in accordance with the Basic Documents. All monies deposited from time to time in the VPTN Proceeds Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals from the VPTN Proceeds Account shall be made only upon the terms and conditions of the Basic Documents. (h) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "Class A Quarterly Interest Funding Account". The Class A Quarterly Interest Funding Account shall be held in trust for the benefit of the holders of the Class A Notes and the Swap Counterparties for the Quarterly Pay Floating Rate Class A Note Interest Rate Swaps. The Class A Quarterly Interest Funding Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Indenture Trustee may make deposits to and withdrawals from the Class A Quarterly Interest Funding Account in accordance with the Indenture and the other Basic Documents. All monies deposited from time to time in the Class A Quarterly Interest Funding Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals from the Class A Quarterly Interest Funding Account shall be made only upon the terms and conditions of the Basic Documents. All amounts held in the Class A Quarterly Interest Funding 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 Class A Quarterly Interest Funding Account in Permitted Investments that mature not later than the Business Day immediately prior to the following Monthly Distribution Date and such Permitted Investments shall be held to maturity. On each Quarterly Payment Date, the excess of all amounts on deposit in the Class A Quarterly Interest Funding Account over the Accrued Class A Quarterly Pay Interest (after giving effect to all deposits to such account on such Quarterly Payment Date, including the deposit of any Net Swap Receipts, to, and the withdrawal of any Net Swap Payments from, such account, in each case with respect to the Quarterly Pay Floating Rate Class A Note Interest Rate Swaps) shall be withdrawn and deposited in the Collection Account for distribution on such Quarterly Payment Date in accordance with Section 4.7(c). In the event that the Class A Quarterly Interest Funding Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Class A Quarterly Interest Funding Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent).

Accounts. (a) There shall be The Servicer has established and there various accounts in the name of the Indenture Trustee (the "Local Collection Accounts"), at the locations identified on Schedule C. Each Local Collection Account shall be maintained as an Eligible Deposit Account and shall bear a designation clearly indicating that the amounts deposited thereto and held therein are for the benefit of the Issuer, as provided in the Local Collection Account Agreement. All payments on the Receivables mailed by Obligors or any other Person to the Local Post Office Boxes or otherwise delivered to the Servicer shall be deposited on a daily basis into the applicable Local Collection Account, from which they will be swept within two Business Days to the Collection Account. Amounts on deposit in any Local Collection Account shall not be invested. (initially at i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established, an account in the name of the Indenture Trustee) until Trustee (the Outstanding Note Amount is reduced to zero"Collection Account"), which is designated shall be maintained as an Eligible Deposit Account and shall bear a designation clearly indicating that the “Trust amounts deposited thereto are held for the benefit of the Noteholders and Certificateholders. The Servicer shall cause the Indenture Trustee to sweep any amounts deposited to any Local Collection Account”. Account on or with respect to the Receivables into the Collection Account as promptly as possible, but in no event later than the second Business Day following receipt thereof in the Local Collection Accounts. (ii) The Servicer, on behalf for the benefit of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing EntityIndenture Trustee an Eligible Deposit Account (the "Note Distribution Account"), the Trust Collection Account bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the Noteholders. The Trust . (iii) Funds on deposit in the Collection Account and the Note Distribution Account (collectively, the "Trust Accounts") shall be under the sole dominion and control of invested by the Indenture Trustee until in Eligible Investments selected in writing by the Outstanding Note Amount has been reduced to zero. (b) There Servicer or, if an Insurance Agreement Event of Default shall have occurred and be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entitycontinuing, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersSecurity Insurer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an All such Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Investments shall be held by the Indenture Trustee as part for the benefit of the Collateral Noteholders and shall be applied to the purposes herein providedCertificateholders or the Noteholders, as applicable; providedprovided that, that on each Payment Determination Date all interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds the Interest Distribution Amount for the related Payment Distribution Date. If Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts shall be invested in Eligible Investments that will mature not later than the Business Day immediately preceding the next Distribution Date. Funds deposited in a Trust Account on a day which immediately precedes a Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight. (iv) The Indenture Trustee shall not be held liable in any way by reason of any insufficiency in the Collection Account resulting from any loss on an Eligible Investment included therein, except for losses attributable to the Indenture Trustee's failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as Indenture Trustee, in accordance with their terms. (c) (i) The Indenture Trustee and, to the extent provided herein, the Security Insurer shall cease possess all right, title and interest in all funds received in the Local Post Office Boxes and all funds on deposit from time to time in the Local Collection Accounts and the Trust Accounts and in all proceeds thereof (including all income thereon), subject to the Local Collection Account Agreement. The Local Post Office Boxes, the Local Collection Accounts and the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Noteholders and the Certificateholders, as the case may be, subject to the Local Collection Account Agreement. If, at any time, any Local Collection Account or Trust Account ceases to be an Eligible Deposit Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until (or the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Local Collection Account at an institution at which it shall be or Trust Account, as applicable, as an Eligible Deposit Account and shall cause the Indenture Trustee to transfer any cash and/or any investments from the account that is no longer an Eligible Deposit Account to such the new Local Collection Account or Trust Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 5.02(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Indenture Trustee; (C) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and (D) any Trust Account Property that is an "uncertificated security" under Article VIII of the UCC and that is not governed by clause (C) above shall be delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee's (or its nominee's) ownership of such security. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at The Servicer shall, prior to the Indenture Trustee) until the Outstanding Note Amount is reduced to zeroClosing Date, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and a segregated trust account in the name "The Chase Manhattan Bank as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2001-C", at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the Issuing Entity"Collection Account". Initially, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholdersshall be account number 160292.1 and shall include any successor or replacement accounts thereto. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero. (b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, a Qualified Institution or Qualified Trust Institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account 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 Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst 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 on each Determination mature not later than the Business Day immediately prior to the Distribution Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds for the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of The Chase Manhattan Bank, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Owner Trustee's assistance as necessary, assist cause the Administrator Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent). (b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be an Eligible designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, establish and maintain two segregated trust accounts, each in the name "The Bank of New York as Owner Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Bank of New York), which shall be designated as the "Certificate Interest Distribution Account" and the "Certificate Principal Distribution Account", respectively. Each Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in each Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that either Certificate Distribution Account is no longer to be maintained at the corporate trust department of The Bank of New York the Servicer shall, with the Owner Trustee's assistance as necessary, cause such Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). Each Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Obligors. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to transfer make withdrawals from the Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to and withdrawals from the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead 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 Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Payahead Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (e) Notwithstanding the provisions of clause (d) above and of Section 4.6(a)(ii), for so long as (i) Ford Credit is the Servicer, (ii) the rating of Ford Credit's short-term unsecured debt is at least P-1 by Xxxxx'x, is at least A-1 by Standard & Poor's and is at least F-1 by Fitch and (iii) no Event of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as each Monthly Remittance Condition is satisfied, the Servicer shall not be required to segregate or otherwise hold separate any cash and/or Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.6(a)(i). At any investments time that any Monthly Remittance Condition is not satisfied, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it (which amount shall be at least equal to the Payahead Balance as of the close of business on the last day of the immediately preceding Collection Period). Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such new Accountalternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to the Notes and the Certificates. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (iii) of the first sentence of this Section 4.1(e) that would require remittance of the Payaheads to the Payahead Account unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from the Noteholders of Notes evidencing not less than 25% of the Note Balance of the Notes Outstanding or from the Certificateholders of Certificates evidencing not less than 25% of the Aggregate Certificate Balance or unless a Trustee Officer in the Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance.

Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer, on behalf of the Noteholders, shall Issuing Entity will establish and maintain with an Eligible Deposit Account (the Indenture Trustee and “Collections Account”) in the name of the Issuing EntityIndenture Trustee, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the NoteholdersSecured Parties. Unless otherwise specified herein or in the other Issuing Entity Documents, all Receipts shall be deposited into the Collections Account. The Trust Collection Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collections Account and in all proceeds thereof for the benefit of the Secured Parties. (b) The Issuing Entity will establish and maintain an Eligible Deposit Account (the “Excess Funding Account”) in the name of the Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties. Funds shall be deposited into and withdrawn from the Excess Funding Account and applied as specified in this Indenture and the related Indenture Supplements. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Excess Funding Account and in all proceeds thereof for the benefit of the Secured Parties. (c) The Issuing Entity will establish and maintain an Eligible Deposit Account (the “Servicer Transition Fee Account”) in the name of the Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties. Any interest and earnings (net of losses and investment expenses ) received on the Servicer Transition Fee Account shall be retained in the Servicer Transition Fee Account. Funds on deposit in the Servicer Transition Fee Account shall be withdrawn and applied in accordance with Section 3.09(a) of the Pooling and Servicing Agreement. If on any Transfer Date, the amount on deposit in the Servicer Transition Fee Account exceeds the Servicer Transition Fee Account Target Amount, upon receiving written directions from the Servicer, the Indenture Trustee shall distribute such excess to the Servicer or, if NFC is not the Servicer, to NFC. (d) From time to time in connection with the issuance of a Series or Class of Notes, the Indenture Trustee may establish one or more Eligible Deposit Accounts (each such account, a “Supplemental Account”) in the name of the Indenture Trustee in accordance with the terms of the applicable Indenture Supplement. Any Supplemental Account will receive deposits as set forth in the applicable Indenture Supplement. (e) Except as expressly provided in this Indenture, the Accounts shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under the sole dominion and control of Secured Parties, the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established possess all right, title and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and interest in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the all funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or and in all proceeds thereof for the other Transaction Documents shall be held by benefit of the Secured Parties, but the Indenture Trustee as part shall have no right of the Collateral set-off or banker’s lien against and shall be applied no right to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on otherwise deduct from any funds on deposit held in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease for any amount owed to it by the Issuing Entity, the Servicer, any Holder, any Enhancement Provider or any other Person. (f) If, at any time, the institution holding an Account ceases to be an Eligible AccountInstitution, the Servicer Issuing Entity will within ten (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 10) Business Days of the Servicer having received notice or knowledge thereof (or such longer period, not to exceed 30 thirty (30) calendar days, as to which each Rating Agency may consentconsent in writing) to establish a new Account at an institution at which it shall be an that is a Eligible Deposit Account and shall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account. From the date such new Account is established, it will replace the Account that became ineligible. (g) All payments to be made from time to time by or on behalf of the Indenture Trustee to Noteholders out of funds in the Accounts pursuant to this Indenture will be sent by or on behalf of the Indenture Trustee to the Paying Agent not later than noon Eastern Standard Time on the applicable Distribution Date or earlier, if necessary, or as otherwise provided in Article V or the applicable Indenture Supplement, but only to the extent of available funds in the applicable Account or Sub-Account.

Accounts. (a) There On or before the Closing Date, there shall be established and there shall be maintained by the Collection Agent, for the benefit of the Lenders, segregated or trust accounts, each denominated in an Eligible Account Approved Currency (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zeroaggregately, which is designated the “Trust Collection Account”. The Servicer), on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account Borrower and bearing a designation clearly indicating that the funds on deposit deposited therein are held for the benefit of the NoteholdersLenders. The Trust Collection Agent shall remit daily to the Collection Account all Collections received with respect to any Receivables as provided in this Article II. Funds on deposit in the Collection Account (other than investment earnings) shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held invested by the Indenture Trustee as part of the Collateral and shall Collection Agent in Permitted Investments that will mature so that such funds will be applied available prior to the purposes herein provided; providedlast day of each successive Tranche Period following such investment. On the last day of each Tranche Period, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into retained in the Trust Collection Account and be available to make any payments required to be made hereunder (including Interest) by the Borrower. On the date on which the amount of Outstanding Loans is zero and all accrued Interest, Program Fees, Servicing Fees and all Aggregate Unpaids have been paid in full, any funds remaining on deposit in the Collection Account shall be deemed paid to constitute a portion of Available Funds the Borrower. (b) On or before the Closing Date, there shall be established and maintained by the Collection Agent, for the related Payment benefit of the Lenders, a segregated account denominated in U.S. dollars, in the name of the Borrower, (the “Interest Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Lenders. The Collection Agent shall remit daily to the Interest Account from the Collection Account an amount equal to all Interest, Servicing Fees and Program Fees accrued through such day and not so previously set aside or paid, as provided in Section 2.05 hereof. Funds on deposit in the Interest Account (other than investment earnings) may be invested by Collection Agent in Permitted Investments that will mature so that such funds will be available prior to the last day of each successive Tranche Period following such investment. The Administrative Agent, on behalf of the Lenders, shall have the sole right of withdrawal from the Interest Account. (c) On or before the Closing Date, there shall be established and maintained by the Administrative Agent on behalf of the Lenders, a demand deposit account for the Lenders (the “Funding Account”). If The Administrative Agent, on behalf of the Lenders, shall have the sole right of withdrawal from the Funding Account. For so long as any Account shall cease amounts remain due and owing to be an Eligible Accountthe Lenders hereunder, the Servicer Administrative Agent shall distribute all payments received by it immediately after receipt thereof by transferring to each Lender, on a proportionate basis relative to its respective Funded Percentage, (upon written notice from i) on the Indenture Trustee that such account no longer qualifies)last day of the applicable Tranche Period, until all payments of Interest and interest received in the Outstanding Note Amount has been reduced Interest Account pursuant to zerothis Agreement and (ii) on the date of payment, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not any other amounts owing to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it Lenders under this Agreement. Such transfers shall be an Eligible made by the Administrative Agent by withdrawing funds on deposit in the Funding Account and shall cause remitting such funds to the Indenture Trustee accounts of the respective Funding Agents, on behalf of the Lenders, specified by each of them from time to transfer time. Notwithstanding the foregoing, if at any cash and/or any investments time prior to such new Account.the Termination Date and prior to the occurrence of a Specified Potential Termination Event, funds on deposit in the Funding Account reflect payments of amounts by the Borrower made pursuant to Section

Accounts. (a) There shall The Servicer shall, prior to the Closing Date, cause to be established and there shall be 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) until the Outstanding Note Amount is reduced to zero, which is shall be designated as the “Trust "Collection Account”". The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero. (b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained at an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, Institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account 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 Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst 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 [ ], by [ ] or trust company then maintaining the Collection Account in specified Permitted Investments that on each Determination mature not later than the Business Day immediately prior to the Payment Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. [All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written [ ] of the Servicer and shall be deemed paid to constitute a portion of Available Funds [ ].] The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from [ ]. In the related Payment Date. If any event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Issuer's assistance as necessary, assist cause an Eligible Deposit Account to be established as the Administrator Collection Account within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent). (b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at [ ] or trust company then maintaining the Collection Account, which it subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "Whole Auto Loan Trust [ ] Certificate Distribution Account", initially at the corporate trust department of the [Owner Trustee] [Indenture Trustee], which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the [Owner Trustee] [Indenture Trustee]. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the [Owner Trustee] [Indenture Trustee] as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the [Owner Trustee] [Indenture Trustee], the Servicer shall cause an Eligible Deposit Account to be established as the Indenture Trustee Certificate Distribution Account within ten (10) Business Days (or such longer period not to transfer any cash and/or any investments exceed thirty (30) calendar days as to such new Accountwhich each Rating Agency may consent). The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) There shall The Servicer shall, prior to the Closing Date, cause to be established and there shall be 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) until the Outstanding Note Amount is reduced to zero, which is shall be designated as the “Trust "Collection Account”". The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero. (b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained at an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account 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 Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst 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 on each Determination mature not later than the Business Day immediately prior to the Payment Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Issuer's assistance as necessary, assist cause an Eligible Deposit Account to be established as the Administrator Collection Account within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 2005-1 Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Indenture Trustee Certificate Distribution Account within ten (10) Business Days (or such longer period not to transfer any cash and/or any investments exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such new Accountaccount to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) There shall The Servicer shall, prior to the Closing Date, cause to be established and there shall be 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) until the Outstanding Note Amount is reduced to zero, which is shall be designated as the “Trust "Collection Account”". The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Trust Collection Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee until in writing to make withdrawals from the Outstanding Note Amount has been reduced Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to zero. (b) There an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and there shall be maintained at an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, institution which is designated agrees in writing that for so long as the “Principal Distribution Account.” The Servicer, on behalf Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the Noteholders, shall establish and maintain with UCC) originated by the Indenture Trustee and in the name without further consent of the Issuing Entity, the Principal Distribution Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the NoteholdersIssuer. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Indenture Trustee and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents Collection Account 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 Collateral Trust Property. All deposits to and withdrawals from the Collection Account shall be applied made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the purposes herein provided; providedfirst 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 on each Determination mature not later than the Business Day immediately prior to the Payment Date all for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment earnings income (net of losses and investment expenses) on funds on deposit in the Accounts Collection Account shall be deposited into withdrawn from the Trust Collection Account at the written direction of the Servicer and shall be deemed paid to constitute a portion of Available Funds the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the related Payment DateServicer. If any In the event that the Collection Account shall cease is no longer to be an Eligible Accountmaintained at the corporate trust department of the Indenture Trustee, the Servicer (upon written notice from shall, with the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, Trustee's or Issuer's assistance as necessary, assist cause an Eligible Deposit Account to be established as the Administrator Collection Account within 10 ten (10) Business Days (or such longer period, period not to exceed 30 thirty (30) calendar days, days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish a new and maintain an administrative subaccount within the Collection Account at an institution at the bank or trust company then maintaining the Collection Account, which it subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 2006-3 Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Indenture Trustee Certificate Distribution Account within ten (10) Business Days (or such longer period not to transfer any cash and/or any investments exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such new Accountaccount to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.