Common use of Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account Clause in Contracts

Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account. (a) On or prior to the Closing Date, the Collateral Agent shall establish, at its office or at another depository institution or trust company an Eligible Deposit Account, designated, “Spread Account—Deutsche Bank Trust Company Americas, as Collateral Agent for XL Capital Assurance Inc. and Deutsche Bank Trust Company Americas, as Trustee and Trust Collateral Agent Re: UPFC Auto Receivables Trust 2006- , Class A Asset-Backed Notes Series 2006- ” (the “Spread Account”). The Spread Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of UACC, the Seller, the Servicer or the Trust. The Spread Account shall be maintained at the same depository institution (which depository institution may be changed from time to time in accordance with this Agreement). If the Spread Account ceases to be an Eligible Deposit Account, the Collateral Agent shall notify the Controlling Party of such fact and shall establish within five Business Days of such determination, in accordance with Section 3.04(a), a successor Spread Account thereto, which shall be an Eligible Deposit Account, at another depository institution acceptable to the Controlling Party. (b) No withdrawals may be made of funds in the Spread Account except as provided in Section 3.03. Except as specifically provided in this Agreement, funds in the Spread Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Spread Account and all investments made with such moneys shall be held by the Collateral Agent as part of the Spread Account Agreement Collateral. (c) On the Closing Date, Trust shall provide or cause to be provided to the Collateral Agent for deposit into the Spread Account an amount equal to the Spread Account Initial Deposit. (d) On each Distribution Date, after giving effect to all payments to be made on the related Distribution Date, the Collateral Agent shall, based solely on the information contained in the Preliminary Servicer’s Certificate delivered with respect to the Determination Date, cause to be maintained in the Spread Account an amount equal to the Requisite Amount in accordance with Section 5.07 of the Sale and Servicing Agreement.

Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account. (a) On or prior to the Closing Date, the Collateral Agent shall establish, at its office or at another depository institution or trust company an Eligible Deposit Account, designated, “"Spread Account—Deutsche Bank Trust Company Americas, as Collateral Agent for XL Capital Ambac Assurance Inc. Corporation and Deutsche Bank Trust Company Americas, as Trustee and Trust Collateral Agent Re: UPFC Auto Receivables Trust 2006- 2007-B, Class A Asset-Backed Notes Series 2006- ” 2007-B" (the “"Spread Account”"). The Spread Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of UACC, the Seller, the Servicer or the Trust. The Spread Account shall be maintained at the same depository institution (which depository institution may be changed from time to time in accordance with this Agreement)Issuing Entity. If the Spread Account ceases to be an Eligible Deposit Account, the Collateral Agent shall notify the Controlling Party of such fact and shall establish within five Business Days of such determination, in accordance with Section 3.04(a), a successor Spread Account thereto, which shall be an Eligible Deposit Account, at another depository institution acceptable to the Controlling Party. (b) No withdrawals may be made of funds in the Spread Account except as provided in Section 3.03. Except as specifically provided in this Agreement, funds in the Spread Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Spread Account and all investments made with such moneys shall be held by the Collateral Agent as part of the Spread Account Agreement Collateral. (c) On the Closing Date, Trust Issuing Entity shall provide or cause to be provided to the Collateral Agent for deposit into the Spread Account an amount equal to the Spread Account Initial Deposit. (d) On each Distribution Date, after giving effect to all payments to be made on the related Distribution Date, the Collateral Agent shall, based solely on the information contained in the Preliminary Servicer’s Certificate delivered with respect to the Determination Date, cause to be maintained in the Spread Account an amount equal to the Requisite Amount in accordance with Section 5.07 5.7 of the Sale and Servicing Agreement.

Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account. (a) On or prior to the Closing Date, the Collateral Agent shall establish, at its office or at another depository institution or trust company an Eligible Deposit Account, designated, “Spread Account—Deutsche Bank Trust Company AmericasXxxxx Fargo Bank, National Association, as Collateral Agent for XL Capital Assurance Inc. MBIA Insurance Corporation and Deutsche Bank Trust Company AmericasXxxxx Fargo Bank, National Association, as Trustee and Trust Collateral Agent Re: UPFC Auto AmeriCredit Automobile Receivables Trust 2006- 2006-R-M, Class A Asset-Backed Notes Series 2006- 2006-R-M” (the “Spread Account”). The Spread Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of UACCAmeriCredit, the Seller, the Servicer or the TrustIssuer. The Spread Account shall be maintained at the same depository institution (which depository institution may be changed from time to time in accordance with this Agreement). If the Spread Account ceases to be an Eligible Deposit Account, the Collateral Agent shall notify the Controlling Party of such fact and shall establish within five Business Days of such determination, in accordance with Section 3.04(a), a successor Spread Account thereto, which shall be an Eligible Deposit Account, at another depository institution acceptable to the Controlling Party. (b) No withdrawals may be made of funds in the Spread Account except as provided in Section 3.03. Except as specifically provided in this Agreement, funds in the Spread Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Spread Account and all investments made with such moneys shall be held by the Collateral Agent as part of the Spread Account Agreement Collateral. (c) On the Closing Date, Trust Issuer shall provide or cause to be provided to the Collateral Agent for deposit into the Spread Account an amount equal to the Spread Account Initial Deposit. (d) On each Distribution Date, after giving effect to all payments to be made on the related Distribution Date, the Collateral Agent shall, based solely on the information contained in the Preliminary Servicer’s Certificate delivered with respect to the Determination Date, shall cause to be maintained in the Spread Account an amount equal to the Requisite Amount in accordance with Section 5.07 Article V of the Sale and Servicing Agreement.. Any amounts deposited with respect to the Cash Collateral Deposit shall not be included for the purposes of determining whether the amount maintained in the Spread Account equals the Requisite Amount

Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account. (a) On or prior to the Closing Date, the Collateral Agent shall establish, at its office or at another depository institution or trust company an Eligible Deposit Account, designated, “"Spread Account—Deutsche Bank Trust Company Americas, as Collateral Agent for XL Capital Ambac Assurance Inc. Corporation and Deutsche Bank Trust Company Americas, as Trustee and Trust Collateral Agent Re: UPFC Auto Receivables Trust 2006- 2004-A, Class A Asset-Backed Notes Series 2006- ” 2004-A" (the “"Spread Account”"). The Spread Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of UACC, the Seller, the Servicer or the TrustIssuer. The Spread Account shall be maintained at the same depository institution (which depository institution may be changed from time to time in accordance with this Agreement). If the Spread Account ceases to be an Eligible Deposit Account, the Collateral Agent shall notify the Controlling Party of such fact and shall establish within five Business Days of such determination, in accordance with Section 3.04(a), a successor Spread Account thereto, which shall be an Eligible Deposit Account, at another depository institution acceptable to the Controlling Party. (b) No withdrawals may be made of funds in the Spread Account except as provided in Section 3.03. Except as specifically provided in this Agreement, funds in the Spread Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Spread Account and all investments made with such moneys shall be held by the Collateral Agent as part of the Spread Account Agreement Collateral. (c) On the Closing Date, Trust Issuer shall provide or cause to be provided to the Collateral Agent for deposit into the Spread Account an amount equal to the Spread Account Initial Deposit. (d) On each Distribution Date, after giving effect to all payments to be made on the related Distribution Date, the Collateral Agent shall, based solely on the information contained in the Preliminary Servicer’s Certificate delivered with respect to the Determination Date, cause to be maintained in the Spread Account an amount equal to the Requisite Amount in accordance with Section 5.07 of the Sale and Servicing Agreement.

Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account. (a) On or prior to the Closing Date, the Collateral Agent shall establish, at its office or at another depository institution or trust company an Eligible Deposit Account, designated, ““ Spread Account—Deutsche Bank Trust Company AmericasXxxxx Fargo Bank, National Association, as Collateral Agent for XL Capital Assurance Inc. and Deutsche Bank Trust Company AmericasXxxxx Fargo Bank, National Association, as Trustee and Trust Collateral Agent Re: UPFC Auto AmeriCredit Automobile Receivables Trust 2006- 2005-A-X, Class A Asset-Backed Notes Series 2006- 2005-A-X” (the “Spread Account”). The Spread Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of UACCAmeriCredit, the Seller, the Servicer or the TrustIssuer. The Spread Account shall be maintained at the same depository institution (which depository institution may be changed from time to time in accordance with this Agreement). If the Spread Account ceases to be an Eligible Deposit Account, the Collateral Agent shall notify the Controlling Party of such fact and shall establish within five Business Days of such determination, in accordance with Section 3.04(a), a successor Spread Account thereto, which shall be an Eligible Deposit Account, at another depository institution acceptable to the Controlling Party. (b) No withdrawals may be made of funds in the Spread Account except as provided in Section 3.03. Except as specifically provided in this Agreement, funds in the Spread Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Spread Account and all investments made with such moneys shall be held by the Collateral Agent as part of the Spread Account Agreement Collateral. (c) On the Closing Date, Trust Issuer shall provide or cause to be provided to the Collateral Agent for deposit into the Spread Account an amount equal to the Spread Account Initial Deposit. (d) On each Distribution Date, after giving effect to all payments to be made on the related Distribution Date, the Collateral Agent shall, based solely on the information contained in the Preliminary Servicer’s Certificate delivered with respect to the Determination Date, shall cause to be maintained in the Spread Account an amount equal to the Requisite Amount in accordance with Section 5.07 Article V of the Sale and Servicing Agreement.. Any amounts deposited with respect to the Cash Collateral Deposit shall not be included for the purposes of determining whether the amount maintained in the Spread Account equals the Requisite Amount

Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account. (a) On or prior to the Closing Date, the Collateral Agent shall establish, at its office or at another depository institution or trust company an Eligible Deposit Account, designated, “Spread Account—Deutsche Bank Trust Company Americas, as Collateral Agent for XL Capital Ambac Assurance Inc. Corporation and Deutsche Bank Trust Company Americas, as Trustee and Trust Collateral Agent Re: UPFC Auto Receivables Trust 2006- 2004-A, Class A Asset-Backed Notes Series 2006- 2004-A” (the “Spread Account”). The Spread Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of UACC, the Seller, the Servicer or the TrustIssuer. The Spread Account shall be maintained at the same depository institution (which depository institution may be changed from time to time in accordance with this Agreement). If the Spread Account ceases to be an Eligible Deposit Account, the Collateral Agent shall notify the Controlling Party of such fact and shall establish within five Business Days of such determination, in accordance with Section 3.04(a), a successor Spread Account thereto, which shall be an Eligible Deposit Account, at another depository institution acceptable to the Controlling Party. (b) No withdrawals may be made of funds in the Spread Account except as provided in Section 3.03. Except as specifically provided in this Agreement, funds in the Spread Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Spread Account and all investments made with such moneys shall be held by the Collateral Agent as part of the Spread Account Agreement Collateral. (c) On the Closing Date, Trust Issuer shall provide or cause to be provided to the Collateral Agent for deposit into the Spread Account an amount equal to the Spread Account Initial Deposit. (d) On each Distribution Date, after giving effect to all payments to be made on the related Distribution Date, the Collateral Agent shall, based solely on the information contained in the Preliminary Servicer’s Certificate delivered with respect to the Determination Date, cause to be maintained in the Spread Account an amount equal to the Requisite Amount in accordance with Section 5.07 of the Sale and Servicing Agreement.

Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account. (a) On or prior to the Closing Date, the Collateral Agent shall establish, at its office or at another depository institution or trust company an Eligible Deposit Account, designated, “Spread Account—Deutsche Bank Trust Company AmericasWxxxx Fargo Bank, National Association, as Collateral Agent for XL Capital Assurance Inc. MBIA Insurance Corporation and Deutsche Bank Trust Company AmericasWxxxx Fargo Bank, National Association, as Trustee and Trust Collateral Agent Re: UPFC Auto AmeriCredit Automobile Receivables Trust 2006- 2007-C-M, Class A Asset-Backed Notes Series 2006- 2007-C-M” (the “Spread Account”). The Spread Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of UACCAmeriCredit, the Seller, the Servicer or the TrustIssuer. The Spread Account shall be maintained at the same depository institution (which depository institution may be changed from time to time in accordance with this Agreement). If the Spread Account ceases to be an Eligible Deposit Account, the Collateral Agent shall notify the Controlling Party of such fact and shall establish within five Business Days of such determination, in accordance with Section 3.04(a), a successor Spread Account thereto, which shall be an Eligible Deposit Account, at another depository institution acceptable to the Controlling Party. (b) No withdrawals may be made of funds in the Spread Account except as provided in Section 3.03. Except as specifically provided in this Agreement, funds in the Spread Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Spread Account and all investments made with such moneys shall be held by the Collateral Agent as part of the Spread Account Agreement Collateral. (c) On the Closing Date, Trust Issuer shall provide or cause to be provided to the Collateral Agent for deposit into the Spread Account an amount equal to the Spread Account Initial Deposit. (d) On each Distribution Date, after giving effect to all payments to be made on the related Distribution Date, the Collateral Agent shall, based solely on the information contained in the Preliminary Servicer’s Certificate delivered with respect to the Determination Date, shall cause to be maintained in the Spread Account an amount equal to the Requisite Amount in accordance with Section 5.07 Article V of the Sale and Servicing Agreement.. Any amounts deposited with respect to the Cash Collateral Deposit shall not be included for the purposes of determining whether the amount maintained in the Spread Account equals the Requisite Amount

Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account. (a) On or prior to the Closing Date, the Collateral Agent shall establish, at its office or at another depository institution or trust company an Eligible Deposit Account, designated, “Spread Account—Deutsche Bank Trust Company Americas, as Collateral Agent for XL Capital Ambac Assurance Inc. Corporation and Deutsche Bank Trust Company Americas, as Trustee and Trust Collateral Agent Re: UPFC Auto Receivables Trust 2006- 2006-B, Class A Asset-Backed Notes Series 2006- 2006-B” (the “Spread Account”). The Spread Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of UACC, the Seller, the Servicer or the Trust. The Spread Account shall be maintained at the same depository institution (which depository institution may be changed from time to time in accordance with this Agreement)Issuing Entity. If the Spread Account ceases to be an Eligible Deposit Account, the Collateral Agent shall notify the Controlling Party of such fact and shall establish within five Business Days of such determination, in accordance with Section 3.04(a), a successor Spread Account thereto, which shall be an Eligible Deposit Account, at another depository institution acceptable to the Controlling Party. (b) No withdrawals may be made of funds in the Spread Account except as provided in Section 3.03. Except as specifically provided in this Agreement, funds in the Spread Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Spread Account and all investments made with such moneys shall be held by the Collateral Agent as part of the Spread Account Agreement Collateral. (c) On the Closing Date, Trust Issuing Entity shall provide or cause to be provided to the Collateral Agent for deposit into the Spread Account an amount equal to the Spread Account Initial Deposit. (d) On each Distribution Date, after giving effect to all payments to be made on the related Distribution Date, the Collateral Agent shall, based solely on the information contained in the Preliminary Servicer’s Certificate delivered with respect to the Determination Date, cause to be maintained in the Spread Account an amount equal to the Requisite Amount in accordance with Section 5.07 5.7 of the Sale and Servicing Agreement.

Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account. (a) On or prior to the Closing Date, the Collateral Agent shall establish, at its office or at another depository institution or trust company an Eligible Deposit Account, designated, “Spread Account—Deutsche Bank Trust Company Americas, as Collateral Agent for XL Capital Assurance Inc. and Deutsche Bank Trust Company Americas, as Trustee and Trust Collateral Agent Re: UPFC Auto Receivables Trust 2006- 2005-B, Class A Asset-Backed Notes Series 2006- 2005-B” (the “Spread Account”). The Spread Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of UACC, the Transferor, the Seller, the Servicer or the TrustIssuer. The Spread Account shall be maintained at the same depository institution (which depository institution may be changed from time to time in accordance with this Agreement). If the Spread Account ceases to be an Eligible Deposit Account, the Collateral Agent shall notify the Controlling Party of such fact and shall establish within five Business Days of such determination, in accordance with Section 3.04(a), a successor Spread Account thereto, which shall be an Eligible Deposit Account, at another depository institution acceptable to the Controlling Party. (b) No withdrawals may be made of funds in the Spread Account except as provided in Section 3.03. Except as specifically provided in this Agreement, funds in the Spread Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Spread Account and all investments made with such moneys shall be held by the Collateral Agent as part of the Spread Account Agreement Collateral. (c) On the Closing Date, Trust Issuer shall provide or cause to be provided to the Collateral Agent for deposit into the Spread Account an amount equal to the Spread Account Initial Deposit. (d) On each Distribution Date, after giving effect to all payments to be made on the related Distribution Date, the Collateral Agent shall, based solely on the information contained in the Preliminary Servicer’s Certificate delivered with respect to the Determination Date, cause to be maintained in the Spread Account an amount equal to the Requisite Amount in accordance with Section 5.07 of the Sale and Servicing Agreement.

Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account. (a) On or prior to the Closing Date, the Collateral Agent shall establish, at its office or at another depository institution or trust company an Eligible Deposit Account, designated, “"Spread Account—Deutsche Bank Trust Company Americas–JPMorgan Chase Bank, N.A., as Collateral Agent for XL Capital Ambac Assurance Inc. Corporation and Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, N.A., as Trustee and Trust Collateral Agent Re: UPFC Auto AmeriCredit Automobile Receivables Trust 2006- 2005-D-A, Class A Asset-Backed Notes Series 2006- ” 2005-D-A" (the “"Spread Account”"). The Spread Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of UACCAmeriCredit, the Seller, the Servicer or the TrustIssuer. The Spread Account shall be maintained at the same depository institution (which depository institution may be changed from time to time in accordance with this Agreement). If the Spread Account ceases to be an Eligible Deposit Account, the Collateral Agent shall notify the Controlling Party of such fact and shall establish within five Business Days of such determination, in accordance with Section 3.04(a), a successor Spread Account thereto, which shall be an Eligible Deposit Account, at another depository institution acceptable to the Controlling Party.. Back to Contents (b) No withdrawals may be made of funds in the Spread Account except as provided in Section 3.03. Except as specifically provided in this Agreement, funds in the Spread Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Spread Account and all investments made with such moneys shall be held by the Collateral Agent as part of the Spread Account Agreement Collateral. (c) On the Closing Date, Trust Issuer shall provide or cause to be provided to the Collateral Agent for deposit into the Spread Account an amount equal to the Spread Account Initial Deposit. (d) On each Distribution Date, after giving effect to all payments to be made on the related Distribution Date, the Collateral Agent shall, based solely on the information contained in the Preliminary Servicer’s Certificate delivered with respect to the Determination Date, shall cause to be maintained in the Spread Account an amount equal to the Requisite Amount in accordance with Section 5.07 Article V of the Sale and Servicing Agreement. Any amounts deposited with respect to the Cash Collateral Deposit shall not be included for the purposes of determining whether the amount maintained in the Spread Account equals the Requisite Amount.

Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account. (a) On or prior to the Closing Date, the Collateral Agent shall establish, at its office or at another depository institution or trust company an Eligible Deposit Account, designated, “Spread Account—Deutsche Bank Trust Company Americas, as Collateral Agent for XL Capital Assurance Inc. MBIA Insurance Corporation and Deutsche Bank Trust Company Americas, as Trustee and Trust Collateral Agent Re: UPFC Auto Receivables Trust 2006- , 2006-A Class A Asset-Asset Backed Notes Series 2006- 2006-A” (the “Spread Account”). The Spread Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of UACC, the Seller, the Servicer or the Trust. The Spread Account shall be maintained at the same depository institution (which depository institution may be changed from time to time in accordance with this Agreement)Issuer. If the Spread Account ceases to be an Eligible Deposit Account, the Collateral Agent shall notify the Controlling Party of such fact and shall establish within five Business Days of such determination, in accordance with Section 3.04(a), a successor Spread Account thereto, which shall be an Eligible Deposit Account, at another depository institution acceptable to the Controlling Party. (b) No withdrawals may be made of funds in the Spread Account except as provided in Section 3.03. Except as specifically provided in this Agreement, funds in the Spread Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Spread Account and all investments made with such moneys shall be held by the Collateral Agent as part of the Spread Account Agreement Collateral. (c) On the Closing Date, Trust Issuer shall provide or cause to be provided to the Collateral Agent for deposit into the Spread Account an amount equal to the Spread Account Initial Deposit. (d) On each Distribution Date, after giving effect to all payments to be made on the related Distribution Date, the Collateral Agent shall, shall based solely on the information contained in the Preliminary Servicer’s Certificate delivered with respect to the Determination Date, Date cause to be maintained in the Spread Account an amount equal to the Requisite Amount in accordance with Section 5.07 of the Sale and Servicing Agreement.

Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account. (a) On or prior to the Closing Date, the Collateral Agent shall establish, at its office or at another depository institution or trust company an Eligible Deposit Account, designated, “Spread Account—Deutsche Bank Trust Company AmericasWxxxx Fargo Bank, National Association, as Collateral Agent for XL Capital Assurance Inc. MBIA Insurance Corporation and Deutsche Bank Trust Company AmericasWxxxx Fargo Bank, National Association, as Trustee and Trust Collateral Agent Re: UPFC Auto AmeriCredit Automobile Receivables Trust 2006- 2005-B-M, Class A Asset-Backed Notes Series 2006- 2005-B-M” (the “Spread Account”). The Spread Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of UACCAmeriCredit, the Seller, the Servicer or the TrustIssuer. The Spread Account shall be maintained at the same depository institution (which depository institution may be changed from time to time in accordance with this Agreement). If the Spread Account ceases to be an Eligible Deposit Account, the Collateral Agent shall notify the Controlling Party of such fact and shall establish within five Business Days of such determination, in accordance with Section 3.04(a), a successor Spread Account thereto, which shall be an Eligible Deposit Account, at another depository institution acceptable to the Controlling Party. (b) No withdrawals may be made of funds in the Spread Account except as provided in Section 3.03. Except as specifically provided in this Agreement, funds in the Spread Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Spread Account and all investments made with such moneys shall be held by the Collateral Agent as part of the Spread Account Agreement Collateral. (c) On the Closing Date, Trust Issuer shall provide or cause to be provided to the Collateral Agent for deposit into the Spread Account an amount equal to the Spread Account Initial Deposit. (d) On each Distribution Date, after giving effect to all payments to be made on the related Distribution Date, the Collateral Agent shall, based solely on the information contained in the Preliminary Servicer’s Certificate delivered with respect to the Determination Date, shall cause to be maintained in the Spread Account an amount equal to the Requisite Amount in accordance with Section 5.07 Article V of the Sale and Servicing Agreement.. Any amounts deposited with respect to the Cash Collateral Deposit shall not be included for the purposes of determining whether the amount maintained in the Spread Account equals the Requisite Amount

Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account. (a) On or prior to the Closing Date, the Collateral Agent shall establish, at its office or at another depository institution or trust company an Eligible Deposit Account, designated, “"Spread Account—Deutsche Bank Trust Company Americas, as Collateral Agent for XL Capital Ambac Assurance Inc. Corporation and Deutsche Bank Trust Company Americas, as Trustee and Trust Collateral Agent Re: UPFC Auto Receivables Trust 2006- 2005-A, Class A Asset-Backed Notes Series 2006- ” 2005-A" (the “"Spread Account”"). The Spread Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of UACC, the Seller, the Servicer or the Trust. The Spread Account shall be maintained at the same depository institution (which depository institution may be changed from time to time in accordance with this Agreement)Issuer. If the Spread Account ceases to be an Eligible Deposit Account, the Collateral Agent shall notify the Controlling Party of such fact and shall establish within five Business Days of such determination, in accordance with Section 3.04(a), a successor Spread Account thereto, which shall be an Eligible Deposit Account, at another depository institution acceptable to the Controlling Party. (b) No withdrawals may be made of funds in the Spread Account except as provided in Section 3.03. Except as specifically provided in this Agreement, funds in the Spread Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Spread Account and all investments made with such moneys shall be held by the Collateral Agent as part of the Spread Account Agreement Collateral. (c) On the Closing Date, Trust Issuer shall provide or cause to be provided to the Collateral Agent for deposit into the Spread Account an amount equal to the Spread Account Initial Deposit. (d) On each Distribution Date, after giving effect to all payments to be made on the related Distribution Date, the Collateral Agent shall, based solely on the information contained in the Preliminary Servicer’s Certificate delivered with respect to the Determination Date, cause to be maintained in the Spread Account an amount equal to the Requisite Amount in accordance with Section 5.07 of the Sale and Servicing Agreement.

Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account. (a) On or prior to the Closing Date, the Collateral Agent shall establish, at its office or at another depository institution or trust company an Eligible Deposit Account, designated, “Spread Account—Deutsche Bank Trust Company Americas, as Collateral Agent for XL Capital Assurance Inc. MBIA Insurance Corporation and Deutsche Bank Trust Company Americas, as Trustee and Trust Collateral Agent Re: UPFC Auto Receivables Trust 2006- , 2007-A Class A Asset-Asset Backed Notes Series 2006- 2007-A” (the “Spread Account”). The Spread Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of UACC, the Seller, the Servicer or the Trust. The Spread Account shall be maintained at the same depository institution (which depository institution may be changed from time to time in accordance with this Agreement)Issuer. If the Spread Account ceases to be an Eligible Deposit Account, the Collateral Agent shall notify the Controlling Party of such fact and shall establish within five Business Days of such determination, in accordance with Section 3.04(a), a successor Spread Account thereto, which shall be an Eligible Deposit Account, at another depository institution acceptable to the Controlling Party. (b) No withdrawals may be made of funds in the Spread Account except as provided in Section 3.03. Except as specifically provided in this Agreement, funds in the Spread Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Spread Account and all investments made with such moneys shall be held by the Collateral Agent as part of the Spread Account Agreement Collateral. (c) On the Closing Date, Trust Issuer shall provide or cause to be provided to the Collateral Agent for deposit into the Spread Account an amount equal to the Spread Account Initial Deposit. (d) On each Distribution Date, after giving effect to all payments to be made on the related Distribution Date, the Collateral Agent shall, shall based solely on the information contained in the Preliminary Servicer’s Certificate delivered with respect to the Determination Date, Date cause to be maintained in the Spread Account an amount equal to the Requisite Amount in accordance with Section 5.07 of the Sale and Servicing Agreement.

Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account. (a) On or prior to the Closing Date, the Collateral Agent shall establish, at its office or at another depository institution or trust company an Eligible Deposit Account, designated, “Spread Account—Deutsche — The Bank Trust Company Americasof New York, as Collateral Agent for XL Capital Assurance Inc. MBIA Insurance Corporation and Deutsche The Bank Trust Company Americasof New York, as Trustee and Trust Collateral Agent Re: UPFC Auto AmeriCredit Prime Automobile Receivables Trust 2006- 2007-2-M, Class A Asset-Backed Notes Series 2006- 2007-2-M” (the “Spread Account”). The Spread Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of UACCAmeriCredit, the Seller, the Servicer or the TrustIssuer. The Spread Account shall be maintained at the same depository institution (which depository institution may be changed from time to time in accordance with this Agreement). If the Spread Account ceases to be an Eligible Deposit Account, the Collateral Agent shall notify the Controlling Party of such fact and shall establish within five Business Days of such determination, in accordance with Section 3.04(a), a successor Spread Account thereto, which shall be an Eligible Deposit Account, at another depository institution acceptable to the Controlling Party. (b) No withdrawals may be made of funds in the Spread Account except as provided in Section 3.03. Except as specifically provided in this Agreement, funds in the Spread Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Spread Account and all investments made with such moneys shall be held by the Collateral Agent as part of the Spread Account Agreement Collateral. (c) On the Closing Date, Trust Issuer shall provide or cause to be provided to the Collateral Agent for deposit into the Spread Account an amount equal to the Spread Account Initial Deposit. (d) On each Distribution Date, after giving effect to all payments to be made on the related Distribution Date, the Collateral Agent shall, based solely on the information contained in the Preliminary Servicer’s Certificate delivered with respect to the Determination Date, shall cause to be maintained in the Spread Account an amount equal to the Requisite Amount in accordance with Section 5.07 Article V of the Sale and Servicing Agreement.. Any amounts deposited with respect to the Cash Collateral Deposit shall not be included for the purposes of determining whether the amount maintained in the Spread Account equals the Requisite Amount

Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account. (a) On or prior to the Closing Date, the Collateral Agent shall establish, at its office or at another depository institution or trust company an Eligible Deposit Account, designated, “Spread Account—Deutsche Bank Trust Company AmericasWxxxx Fargo Bank, National Association, as Collateral Agent for XL Capital Assurance Inc. Financial Guaranty Insurance Company and Deutsche Bank Trust Company AmericasWxxxx Fargo Bank, National Association, as Trustee and Trust Collateral Agent Re: UPFC Auto AmeriCredit Automobile Receivables Trust 2006- 2006-B-G, Class A Asset-Backed Notes Series 2006- 2006-B-G” (the “Spread Account”). The Spread Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of UACCAmeriCredit, the Seller, the Servicer or the TrustIssuer. The Spread Account shall be maintained at the same depository institution (which depository institution may be changed from time to time in accordance with this Agreement). If the Spread Account ceases to be an Eligible Deposit Account, the Collateral Agent shall notify the Controlling Party of such fact and shall establish within five Business Days of such determination, in accordance with Section 3.04(a), a successor Spread Account thereto, which shall be an Eligible Deposit Account, at another depository institution acceptable to the Controlling Party. (b) No withdrawals may be made of funds in the Spread Account except as provided in Section 3.03. Except as specifically provided in this Agreement, funds in the Spread Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Spread Account and all investments made with such moneys shall be held by the Collateral Agent as part of the Spread Account Agreement Collateral. (c) On the Closing Date, Trust Issuer shall provide or cause to be provided to the Collateral Agent for deposit into the Spread Account an amount equal to the Spread Account Initial Deposit. On each Subsequent Transfer Date, the Issuer shall provide or cause to be provided to the Collateral Agent for deposit into the Spread Account an amount equal to the Subsequent Spread Account Deposit. (d) On each Distribution Date, after giving effect to all payments to be made on the related Distribution Date, the Collateral Agent shall, based solely on the information contained in the Preliminary Servicer’s Certificate delivered with respect to the Determination Date, shall cause to be maintained in the Spread Account an amount equal to the Requisite Amount in accordance with Section 5.07 Article V of the Sale and Servicing Agreement. Any amounts deposited with respect to the Cash Collateral Deposit shall not be included for the purposes of determining whether the amount maintained in the Spread Account equals the Requisite Amount.