Common use of Yield Supplement Letter of Credit and the Yield Supplement Account Clause in Contracts

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account" (the Yield Supplement Account, together with the Payahead Account, the Collection Account, the Pre-Funding Account, the Note Payment Account, the Negative Carry Account and the Reserve Account, the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Date pursuant to the Yield Supplement Agreement which MMCA has not paid as of such Payment Date. The Yield Supplement 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 to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement Agreement. On the Closing Date, the Seller shall deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Seller shall deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such deposit. To the extent, on any Payment Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment Date, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account" (the Yield Supplement Account, together with the Payahead Account, the Collection Account, the Pre-Funding Account, the Note Payment Account, the Negative Carry Account and the Reserve Account, the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Date pursuant to the Yield Supplement Agreement which MMCA has not paid as of such Payment Date. The Yield Supplement 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 to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement Agreement. On the Closing Date, the Seller shall deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Seller Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such deposit. To the extent, on any Payment Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment Date, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account" (the Yield Supplement Account, together with the Payahead Account, the Collection Account, the Pre-Funding Account, the Reinvestment Account, the Note Payment Account, the Negative Carry Account and the Reserve Account, the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Date pursuant to the Yield Supplement Agreement which MMCA has not paid as of such Payment Date. The Yield Supplement 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 to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement Agreement. On the Closing Date, the Seller shall deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Seller shall deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such deposit. To the extent, on any Payment Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment Date, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account" (the Yield Supplement Account, together with the Payahead Account, the Collection Account, the Pre-Funding Account, the Note Payment Account, the Negative Carry Account and the Reserve Account, the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Date pursuant to the Yield Supplement Agreement which MMCA has not paid as of such Payment Date. The Yield Supplement 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 to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement Agreement. On the Closing Date, the Seller shall deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Seller shall deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such deposit. To the extent, on any Payment Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment Date, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account" (the Yield Supplement Account, together with the Payahead Account, the Collection Account, the Pre-Funding Account, the Note Payment Account, the Negative Carry Account and the Reserve Account, the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Date pursuant to the Yield Supplement Agreement which MMCA has not paid as of such Payment Date. The Yield Supplement 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 to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement Agreement. On the Closing Date, the Seller shall deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Seller shall deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such deposit. To the extent, on any Payment Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment Date, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account" (the Yield Supplement Account, together with the Payahead Account, the Collection Account, the Pre-Funding and Reinvestment Account, the Note Payment Account, the Negative Carry Reserve Account and the Reserve Negative Carry Account, the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Date pursuant to the Yield Supplement Agreement which MMCA has not paid as of such Payment Date. The Yield Supplement 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 to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement Agreement. On the Closing Date, the Seller shall deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Seller Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding and Reinvestment Account and deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such deposit. To the extent, on any Payment Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment Date, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account" (the Yield Supplement Account, together with the Payahead Account, the Collection Account, the Pre-Funding Account, the Note Payment Account, the Negative Carry Supplemental Reserve Account, the Reserve Account and the Reserve Negative Carry Account, the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Date pursuant to the Yield Supplement Agreement which MMCA has not paid as of such Payment Date. The Yield Supplement 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 to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement Agreement. On the Closing Date, the Seller shall deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Seller Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such deposit. To the extent, on any Payment Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment Date, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account" (the Yield Supplement Account, together with the Payahead Account, the Collection Account, the Pre-Funding Account, the Note Payment Account, the Negative Carry Account and the Reserve Account, the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Date pursuant to the Yield Supplement Agreement which MMCA has not paid as of such Payment Date. The Yield Supplement 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 to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement Agreement. On the Closing Date, the Seller shall deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Seller shall deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such deposit. To the extent, on any Payment Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment Date, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Tokyo- Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account" (the Yield Supplement Account, together with the Payahead Account, the Collection Account, the Pre-Funding Account, the Note Payment Account, the Negative Carry Supplemental Reserve Account, the Reserve Account and the Reserve Negative Carry Account, the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Date pursuant to the Yield Supplement Agreement which MMCA has not paid as of such Payment Date. The Yield Supplement 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 to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement Agreement. On the Closing Date, the Seller shall deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Seller Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such deposit. To the extent, on any Payment Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment Date, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:: (i) All or a portion of the Yield Supplement Account may be invested and reinvested in the manner specified in Section 5.1(a) in accordance with written instructions from the Servicer. All such investments shall be made in the name of the Indenture Trustee and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Indenture Trustee to the Seller upon written direction of the Servicer as specified in Section 5.1(a); (ii) If, with respect to any Collection Period, MMCA shall have failed to make or cause to be made in full the remittance of the Yield Supplement Amount on the date required by the Yield Supplement Agreement, the Indenture Trustee not later than 10:00 a.m. (New York City time) on the Payment Date, shall, upon the written direction of the Servicer, withdraw from the Yield Supplement Account and deposit into the Collection Account the amount of the shortfall between the amount of funds that are required to be remitted by MMCA with respect to the Yield Supplement Agreement as set forth in the Servicer's Certificate and the amount of funds actually so remitted and to the extent of any remaining shortfall, the Indenture Trustee shall withdraw an amount equal thereto from the Supplemental Reserve Account, and to the extent of any remaining shortfall from the Reserve Account, and deposit such amounts in the Collection Account; and (iii) Upon termination of this Agreement in accordance with Section 9.1 or (a) in the event that the Seller obtains a Yield Supplement Letter of Credit or (b) the Seller otherwise satisfies the requirements with respect to the Yield Supplement Agreement established by the Rating Agencies, in either case as evidenced by satisfaction of the Rating Agency Condition and, in either case, delivers to the Indenture Trustee an Opinion of Counsel to the effect that the contemplated action will not adversely affect the status of the Trust as a partnership for Federal income and Applicable Tax State income and franchise tax purposes and an Officer's Certificate of the Seller that all conditions to the liquidation of the Yield Supplement Account have been satisfied, any amounts on deposit in the Yield Supplement Account shall, upon written request of the Seller, be paid to the Seller. (b) If a Yield Supplement Letter of Credit has been obtained by MMCA, and if, with respect to any Collection Period, MMCA shall have failed to make or cause to be made in full the remittance of the Yield Supplement Amount, upon written notice by the Servicer of such failure (which notice shall be given no later than 10:00 a.m. (New York City time) on the Payment Date for such Collection Period), the Indenture Trustee shall draw on the Yield Supplement Letter of Credit in accordance with the terms thereof, in the amount of the shortfall between the amount of funds with respect to the Yield Supplement Amount that are required to be remitted by MMCA with respect to the Yield Supplement Agreement as set forth in the Servicer's Certificate and the amount of funds actually so remitted as set forth in the Servicer's Certificate. Any such draw on the Yield Supplement Letter of Credit shall be made after receipt of the related Servicer's Certificate on or before 11:00 a.m. (New York City time) on the Payment Date for such Collection Period. Upon receipt of a request for a draw by the Indenture Trustee under the Yield Supplement Letter of Credit, the Letter of Credit Bank is to promptly make a payment to the Indenture Trustee in an amount equal to the Yield Supplement Amount (minus payments made on the Yield Supplement Agreement), and the Indenture Trustee shall deposit into the Collection Account pursuant to Section 4.5 the amount received from the Letter of Credit Bank in respect of such drawing. The Servicer shall include in each Servicer's Certificate, or in an Officer's Certificate provided to the Indenture Trustee with each Servicer's Certificate, the Stated Amount (as defined in the Yield Supplement Letter of Credit) of the Yield Supplement Letter of Credit as of the close of business on the last day of the Collection Period preceding the date of such Servicer's Certificate. In the event that the rating of the Letter of Credit Bank declines below the Required Rating, the Servicer shall promptly notify the Indenture Trustee in writing of such decline, and upon receipt of such notification, the Indenture Trustee shall, unless a suitable replacement letter of credit shall have been delivered, promptly draw the full amount available under the Yield Supplement Letter of Credit and deposit such amount in the Yield Supplement Account or obtain funds in the amount required for deposit from the Yield Supplement Account. ARTICLE VI

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account" (the Yield Supplement Account, together with the Payahead Account, the Collection Account, the Pre-Funding Account, the Note Payment Account, the Negative Carry Reserve Account and the Reserve Negative Carry Account, the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Date pursuant to the Yield Supplement Agreement which MMCA has not paid as of such Payment Date. The Yield Supplement 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 to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement Agreement. On the Closing Date, the Seller shall deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Seller Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such deposit. To the extent, on any Payment Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment Date, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account" (the Yield Supplement AccountAccount (Account No. [ ]), together with the Payahead AccountAccount (Account No. [ ]), the Collection Account, the Pre-Funding AccountAccount (Account No. [ ]), the Note Payment Account, the Negative Carry Account (Account No. [ ]) and the Reserve AccountAccount (Account No. [ ]), the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Date pursuant to the Yield Supplement Agreement which MMCA has not paid as of such Payment Date. The Yield Supplement 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 to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement Agreement. On the Closing Date, the Seller shall deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Seller shall deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such deposit. To the extent, on any Payment Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment Date, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account" (the Yield Supplement AccountAccount (Account No. 26025744), together with the Payahead AccountAccount (Account No. 26025728), the Collection Account, the Pre-Funding Accountxxx Xollection Account (Account No. 26025698), the Note Payment Account, the Negative Carry Xxxxxxx Account (Account No. 26025701) and the Reserve AccountXxxxxxx Account (Account No. 26025736), the "Trust AccountsTrusx Xxxxxxts"). Amounts on deposit in the Yield Supplement Sxxxxxxxxt Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Date pursuant to the Yield Supplement Agreement which MMCA has not paid as of such Payment Date. The Yield Supplement 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 to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement Agreement. On the Closing Date, the Seller shall deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Seller shall deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such deposit. To the extent, on any Payment Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment Date, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account." (the Yield Supplement Account, together with the Payahead Account, the Collection Account, the Pre-Funding Account, the Note Payment Account, the Negative Carry Account and the Reserve Account, the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Date pursuant to the Yield Supplement Agreement which MMCA has not paid as of such Payment Date. The Yield Supplement 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 to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement Agreement. On the Closing Date, the Seller shall deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Seller Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such deposit. To the extent, on any Payment Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment Date, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:: (i) All or a portion of the Yield Supplement Account may be invested and reinvested in the manner specified in Section 5.1(a) in accordance with written instructions from the Servicer. All such investments shall be made in the name of the Indenture Trustee and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Indenture Trustee to the Seller upon written direction of the Servicer as specified in Section 5.1(a); (ii) If, with respect to any Collection Period, MMCA shall have failed to make or cause to be made in full the remittance of the Yield Supplement Amount on the date required by the Yield Supplement Agreement, the Indenture Trustee not later than 10:00 a.m. (New York City time) on the Payment Date, shall, upon the written direction of the Servicer, withdraw from the Yield Supplement Account and deposit into the Collection Account the amount of the shortfall between the amount of funds that are required to be remitted by MMCA with respect to the Yield Supplement Agreement as set forth in the Servicer's Certificate and the amount of funds actually so remitted and to the extent of any remaining shortfall, the Indenture Trustee shall withdraw an amount equal thereto from the Supplemental Reserve Account, and to the extent of any remaining shortfall from the Reserve Account, and deposit such amounts in the Collection Account; and (iii) Upon termination of this Agreement in accordance with Section 9.1 or (a) in the event that the Seller obtains a Yield Supplement Letter of Credit or (b) the Seller otherwise satisfies the requirements with respect to the Yield Supplement Agreement established by the Rating Agencies, in either case as evidenced by satisfaction of the Rating Agency Condition and, in either case, delivers to the Indenture Trustee an Opinion of Counsel to the effect that the contemplated action will not adversely affect the status of the Trust as a partnership for Federal income and Applicable Tax State income and franchise tax purposes and an Officer's Certificate of the Seller that all conditions to the liquidation of the Yield Supplement Account have been satisfied, any amounts on deposit in the Yield Supplement Account shall, upon written request of the Seller, be paid to the Seller. (b) If a Yield Supplement Letter of Credit has been obtained by MMCA, and if, with respect to any Collection Period, MMCA shall have failed to make or cause to be made in full the remittance of the Yield Supplement Amount, upon written notice by the Servicer of such failure (which notice shall be given no later than 10:00 a.m. (New York City time) on the Payment Date for such Collection Period), the Indenture Trustee shall draw on the Yield Supplement Letter of Credit in accordance with the terms thereof, in the amount of the shortfall between the amount of funds with respect to the Yield Supplement Amount that are required to be remitted by MMCA with respect to the Yield Supplement Agreement as set forth in the Servicer's Certificate and the amount of funds actually so remitted as set forth in the Servicer's Certificate. Any such draw on the Yield Supplement Letter of Credit shall be made after receipt of the related Servicer's Certificate on or before 11:00 a.m. (New York City time) on the Payment Date for such Collection Period. Upon receipt of a request for a draw by the Indenture Trustee under the Yield Supplement Letter of Credit, the Letter of Credit Bank is to promptly make a payment to the Indenture Trustee in an amount equal to the Yield Supplement Amount (minus payments made on the Yield Supplement Agreement), and the Indenture Trustee shall deposit into the Collection Account pursuant to Section 4.5 the amount received from the Letter of Credit Bank in respect of such drawing. The Servicer shall include in each Servicer's Certificate, or in an Officer's Certificate provided to the Indenture Trustee with each Servicer's Certificate, the Stated Amount (as defined in the Yield Supplement Letter of Credit) of the Yield Supplement Letter of Credit as of the close of business on the last day of the Collection Period preceding the date of such Servicer's Certificate. In the event that the rating of the Letter of Credit Bank declines below the Required Rating, the Servicer shall promptly notify the Indenture Trustee in writing of such decline, and upon receipt of such notification, the Indenture Trustee shall, unless a suitable replacement letter of credit shall have been delivered, promptly draw the full amount available under the Yield Supplement Letter of Credit and deposit such amount in the Yield Supplement Account or obtain funds in the amount required for deposit from the Yield Supplement Account. ARTICLE VI

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account" (the Yield Supplement Account, together with the Payahead Account, the Collection Account, the Pre-Funding Account, the he Note Payment Account, the Negative Carry Account and the Reserve Account, the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Date pursuant to the Yield Supplement Agreement which MMCA has not paid as of such Payment Date. The Yield Supplement 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 to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement Agreement. On the Closing Date, the Seller shall deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Seller shall deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such deposit. To the extent, on any Payment Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment Date, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account" (the Yield Supplement AccountAccount (Account No. 00000000), together with the Payahead AccountAccount (Account No. 00000000), the Collection AccountAccount (Account No. 00000000), the Pre-Funding AccountAccount (Account No. 00000000), the Note Payment AccountAccount (Account No. 00000000), the Negative Carry Account (Account No. 00000000) and the Reserve AccountAccount (Account No. 00000000), the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Date pursuant to the Yield Supplement Agreement which MMCA has not paid as of such Payment Date. The Yield Supplement 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 to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement Agreement. On the Closing Date, the Seller shall deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Seller shall deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such deposit. To the extent, on any Payment Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment Date, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust an account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account" (the Yield Supplement Account, together with the Payahead Account, the Collection Account, the Pre-Funding Account, the Note Payment Account, the Negative Carry Account and the Reserve Account, the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Date pursuant to the Yield Supplement Agreement which MMCA has not paid as of such Payment Date. The Yield Supplement 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 to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement Agreement. On the Closing Date, the Seller shall will deposit an amount equal to the Initial initial Specified Yield Supplement Amount Account Balance into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Seller shall deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such depositNotes and Certificates. To the extent, on any Payment Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment DateBalance, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust an account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account" (the Yield Supplement Account, together with the Payahead Account, the Collection Account, the Pre-Funding Account, the Note Payment Account, the Negative Carry Account and the Reserve Account, the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Distribution Date pursuant to the Yield Supplement Agreement which MMCA Ford Credit has not paid as of such Payment Distribution Date. The Yield Supplement Account shall be under the sole dominion and control of the Indenture Trustee provided, Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement AgreementBasic Documents. On the Closing Date, the Seller shall will deposit an amount equal to the Initial Yield Supplement Amount Initial Deposit into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, Notes and the Seller shall deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such depositCertificates. To the extent, on any Payment Distribution Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Distribution Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment DateBalance, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:.

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account" (the Yield Supplement Account, together with the Payahead Account, the Collection Account, the Pre-Funding Account, the Note Payment Account, the Negative Carry Account and the Reserve Account, the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Date pursuant to the Yield Supplement Agreement which MMCA has not paid as of such Payment Date. The Yield Supplement 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 to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement Agreement. On the Closing Date, the Seller shall deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Seller shall deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such deposit. To the extent, on any Payment Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment Date, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company), which shall be designated as the "Yield Supplement AccountYIELD SUPPLEMENT ACCOUNT." (the Yield Supplement Account, together with the Payahead Account, the Collection Account, the Pre-Funding Account, the Note Payment Account, the Negative Carry Account and the Reserve Account, the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Date pursuant to the Yield Supplement Agreement which MMCA has not paid as of such Payment Date. The Yield Supplement Account shall be under the sole dominion and control of the Indenture Trustee providedPROVIDED, that the Servicer may make deposits to and direct the Indenture Trustee to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement Agreement. On the Closing Date, the Seller shall will deposit an amount equal to the Initial initial Specified Yield Supplement Amount Account Balance into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Seller shall deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such depositNotes and Certificates. To the extent, on any Payment Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment DateBalance, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust an account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account" (the Yield Supplement Account, together with the Payahead Account, the Collection Account, the Pre-Funding Account, the Note Payment Account, the Negative Carry Account and the Reserve Account, the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Distribution Date pursuant to the Yield Supplement Agreement which MMCA Ford Credit has not paid as of such Payment Distribution Date. The Yield Supplement Account shall be under the sole dominion and control of the Indenture Trustee provided, Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement AgreementBasic Documents. On the Closing Date, the Seller shall will deposit an amount equal to the Initial Yield Supplement Amount Initial Deposit into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, Notes and the Seller shall deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such depositCertificates. To the extent, on any Payment Distribution Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Distribution Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment DateBalance, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:and

Yield Supplement Letter of Credit and the Yield Supplement Account. (a) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company), which shall be designated as the "Yield Supplement Account." (the Yield Supplement Account, together with the Payahead Account, the Collection Account, the Pre-Funding Account, the Note Payment Account, the Negative Carry Account and the Reserve Account, the "Trust Accounts"). Amounts on deposit in the Yield Supplement Account will be used for the payment of any Yield Supplement Amounts required to be paid on any Payment Date pursuant to the Yield Supplement Agreement which MMCA has not paid as of such Payment Date. The Yield Supplement 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 to make withdrawals from the Yield Supplement Account in accordance with this Agreement and the Yield Supplement Agreement. On the Closing Date, the Seller shall will deposit an amount equal to the Initial initial Specified Yield Supplement Amount Account Balance into the Yield Supplement Account from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Seller shall deposit to the Yield Supplement Account an amount equal to the applicable Subsequent Yield Supplement Account Deposit unless the Yield Supplement Account has been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, in which case the Servicer shall cause the amount available to be drawn under the Yield Supplement Letter of Credit as of such Subsequent Transfer Date to be no less than the Specified Yield Supplement Account Balance as of such Subsequent Transfer Date after giving effect to the transfer to the Trust of the related Subsequent Receivables. It shall be a condition to the sale of Subsequent Receivables that are Deferred Payment Receivables to the Trust that the Seller make such depositNotes and Certificates. To the extent, on any Payment Date, the amount on deposit in the Yield Supplement Account (after giving effect to any withdrawals to be made on such Payment Date, but exclusive of net investment income) is greater than the Specified Yield Supplement Account Balance for such Payment DateBalance, then, in such event, the Servicer shall instruct the Indenture Trustee in writing to pay such excess amount to the Seller. All amounts held in the Yield Supplement Account shall be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the Business Day immediately preceding the next Payment Date and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Yield Supplement Account shall be withdrawn from the Yield Supplement Account at the written direction of the Servicer and shall be paid to the Seller. In the event that the Yield Supplement Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). The Seller hereby sells, conveys and transfers to the Trust the Yield Supplement Account, all funds and investments on deposit therein or credited thereto and all proceeds thereof, subject, however, to the limitations set forth below. Pursuant to the Indenture, the Trust will pledge its rights under the Yield Supplement Agreement (including its rights to amounts on deposit in the Yield Supplement Account) to the Indenture Trustee to secure its obligations under the Notes and the Indenture. Such sale, conveyance and transfer of the Yield Supplement Account by the Seller to the Trust, and such pledge by the Trust of its rights to amounts in the Yield Supplement Account to the Indenture Trustee, shall be subject to the following limitations:: (i) All or a portion of the Yield Supplement Account may be invested and reinvested in the manner specified in Section 5.1(a) in accordance with written instructions from the Servicer. All such investments shall be made in the name of the Indenture Trustee and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Indenture Trustee to the Seller upon written direction of the Servicer as specified in Section 5.1(a); (ii) If, with respect to any Collection Period, MMCA shall have failed to make or cause to be made in full the remittance of the Yield Supplement Amount on the date required by the Yield Supplement Agreement, the Indenture Trustee not later than 10:00 a.m. (New York City time) on the Payment Date, shall, upon the written direction of the Servicer, withdraw from the Yield Supplement Account and deposit into the Collection Account the amount of the shortfall between the amount of funds that are required to be remitted by MMCA with respect to the Yield Supplement Agreement as set forth in the Servicer's Certificate and the amount of funds actually so remitted and to the extent of any remaining shortfall, the Indenture Trustee shall withdraw an amount equal thereto from the Supplemental Reserve Account, and to the extent of any remaining shortfall from the Reserve Account, and deposit such amounts in the Collection Account; and (iii) Upon termination of this Agreement in accordance with Section 9.1 or (a) in the event that the Seller obtains a Yield Supplement Letter of Credit or (b) the Seller otherwise satisfies the requirements with respect to the Yield Supplement Agreement established by the Rating Agencies, in either case as evidenced by satisfaction of the Rating Agency Condition and, in either case, delivers to the Indenture Trustee an Opinion of Counsel to the effect that the contemplated action will not adversely affect the status of the Trust as a partnership for Federal income and Applicable Tax State income and franchise tax purposes and an Officer's Certificate of the Seller that all conditions precedent to the liquidation of the Yield Supplement Account have been satisfied, any amounts on deposit in the Yield Supplement Account shall, upon written request of the Seller, be paid to the Seller. (b) If a Yield Supplement Letter of Credit has been obtained by MMCA, and if, with respect to any Collection Period, MMCA shall have failed to make or cause to be made in full the remittance of the Yield Supplement Amount, upon written notice by the Servicer of such failure (which notice shall be given no later than 10:00 a.m. (New York City time) on the Payment Date for such Collection Period), the Indenture Trustee shall draw on the Yield Supplement Letter of Credit in accordance with the terms thereof, in the amount of the shortfall between the amount of funds with respect to the Yield Supplement Amount that are required to be remitted by MMCA with respect to the Yield Supplement Agreement as set forth in the Servicer's Certificate and the amount of funds actually so remitted as set forth in the Servicer's Certificate. Any such draw on the Yield Supplement Letter of Credit shall be made after receipt of the related Servicer's Certificate on or before 11:00 a.m. (New York City time) on the Payment Date for such Collection Period. Upon receipt of a request for a draw by the Indenture Trustee under the Yield Supplement Letter of Credit, the Letter of Credit Bank is to promptly make a payment to the Indenture Trustee in an amount equal to the Yield Supplement Amount (minus payments made on the Yield Supplement Agreement), and the Indenture Trustee shall deposit into the Collection Account pursuant to Section 4.5 the amount received from the Letter of Credit Bank in respect of such drawing. The Servicer shall include in each Servicer's Certificate, or in an Officer's Certificate provided to the Indenture Trustee with each Servicer's Certificate, the Stated Amount (as defined in the Yield Supplement Letter of Credit) of the Yield Supplement Letter of Credit as of the close of business on the last day of the Collection Period preceding the date of such Servicer's Certificate. In the event that the rating of the Letter of Credit Bank declines below the Required Rating, the Servicer shall promptly notify the Indenture Trustee in writing of such decline, and upon receipt of such notification, the Indenture Trustee shall, unless a suitable replacement letter of credit shall have been delivered, promptly draw the full amount available under the Yield Supplement Letter of Credit and deposit such amount in the Yield Supplement Account or obtain funds in the amount required for deposit from the Yield Supplement Account. ARTICLE VI