Common use of Accounts Clause in Contracts

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and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer.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

Accounts. (a) The Servicer shall, prior On or before the Closing Date the Seller shall establish in its name a segregated account with a commercial bank satisfactory to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as Managing Facility Agent (the "Collection Account"). The Collection Account shall be under Upon the sole dominion occurrence and control during the continuance of the Indenture Trustee; provideda Remittance Event, that and unless the Servicer may make deposits to and direct has provided a Servicer Letter of Credit in accordance with subsection 2.15(a), the Indenture Trustee in writing to make withdrawals from Seller or the Servicer shall within two Business Days after its receipt, (i) deposit all Collections received by it directly into the Collection Account in accordance with and (ii) transfer or cause to be transferred to the terms of Concentration Account any Collections so deposited. Any amounts received by the Basic Documents. The Collection Account will Seller and not related to the Purchased Receivables or the related Contracts or Financed Aircraft shall not be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, deposited into the Collection Account shall be established and maintained Account. Any amounts at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from any time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from transferred only to the Concentration Account and to no other deposit or other account (including, but not limited to, any account or sub-account maintained pursuant to Raytheon's cash management system). The Seller hereby grants to the Managing Facility Agent for the ratable benefit of the Purchasers a security interest in the Collection Account at and all amounts from time to time on deposit therein to secure the written direction of the Servicer and shall be paid to the ServicerObligations. The Indenture Trustee Seller shall not be liable for investment losses have no right to withdraw any amounts on deposit in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture TrusteeAccount. (b) The Servicer shall, prior to On or before the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount Date there shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established with and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name of the Managing Facility Agent a segregated account (the "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Concentration Account", initially at the corporate trust department of the Owner Trustee, ) which shall be designated maintained as a cash collateral account subject to the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole exclusive dominion and control of the Owner TrusteeManaging Facility Agent for the ratable benefit of the Purchasers. All monies deposited The Seller hereby grants to the Managing Facility Agent for the ratable benefit of the Purchasers a security interest in any of its right, title and interest in the Concentration Account and all amounts from time to time on deposit therein and all income from the investment of such amounts to secure, in each case, the Obligations. Funds on deposit from time to time in the Certificate Distribution Concentration Account shall bear interest at the then prevailing rate paid by the Managing Facility Agent for deposit accounts with similar amounts on deposit from time to time. If at any time funds on deposit in the Concentration Account are greater than $100,000, the Managing Facility Agent may, but shall not be required to, unless it receives a request from the Seller or Raytheon, invest such funds in Cash Equivalents with maturities not later than the next succeeding Settlement Date, to the extent such requested Cash Equivalents are available for investment. Any investment request by the Seller or Raytheon shall be given to the Managing Facility Agent one Business Day prior to the day the investment is to be made (which shall be a Business Day in New York, New York and San Francisco, California) and shall specify the particular Cash Equivalents and maturities thereof. Any interest or investment earnings on amounts in the Concentration Account on related investments shall be retained in the Concentration Account to be withdrawn in accordance with this subsection 2.14(b). The Managing Facility Agent shall have the right to withdraw amounts from the Concentration Account to make the payments required to be made hereunder from Collections. Neither the Managing Facility Agent nor any Purchaser shall have any responsibility for any such investment and the Managing Facility Agent shall be permitted to liquidate any such investment, without liability for any loss occurring by reason of such liquidation, to the extent necessary to make payments and distributions under this Agreement. The Seller shall have no right to withdraw amounts on deposit from time to time in the Concentration Account. (i) On or before the Closing Date there shall be established with and in the name of the Managing Facility Agent a segregated trust account comprised of two segregated sub-accounts, the Seller cash collateral sub-account (the "Seller Cash Collateral Sub-Account") and the RAC cash collateral sub-account (the "RAC Cash Collateral Sub-Account", the Seller Cash Collateral Sub-Account and the RAC Cash Collateral Sub-Account being referred to collectively as the "Cash Collateral Account") which shall be maintained as a cash collateral account subject to the exclusive dominion and control of the Managing Facility Agent for the ratable benefit of the Purchasers. The Seller hereby grants to the Managing Facility Agent for the ratable benefit of the Purchasers a first priority security interest in the Cash Collateral Account and all amounts on deposit from time to time therein and all income from the investment of such amounts to secure, in each case, the Obligations. Funds on deposit from time to time in the Seller Cash Collateral Sub-Account shall bear interest at the then prevailing rate paid by the Managing Facility Agent for deposit accounts with similar amounts on deposit from time to time. If at any time funds on deposit in the Seller Cash Collateral Sub-Account are greater than $100,000, the Managing Facility Agent may, but shall not be required to, unless it receives a request from the Seller, invest funds on deposit in the Seller Cash Collateral Sub-Account in Cash Equivalents with maturities not later than the next succeeding Settlement Date (or such other maturities as the Seller shall request and the Managing Facility Agent shall approve), to the extent such requested Cash Equivalents are available for investment. Any investment request by the Seller shall be given to the Managing Facility Agent one Business Day prior to the day the investment is to be made (which shall be a Business Day in New York, New York and San Francisco, California) and shall specify the particular Cash Equivalents and maturities thereof. Any interest or investment earnings on amounts in the Seller Cash Collateral Sub-Account or related investments shall be retained in the Seller Cash Collateral Sub-Account to be withdrawn in accordance with paragraphs (ii), (iii) and (iv) of this subsection 2.14(c). Neither the Managing Facility Agent nor any Purchaser shall have any responsibility for any such investment and the Managing Facility Agent shall be permitted to liquidate any such investment, without liability for any loss occurring by reason of such liquidation, to the extent necessary to make payments and distributions under this Agreement. The Seller shall have no right to withdraw amounts on deposit from time to time in the Cash Collateral Account. (ii) If on any Settlement Date on which the Seller is required to repurchase Defaulted Receivables pursuant to subsection 2.10 and fails for any reason to repurchase such Defaulted Receivables or substitute for such Defaulted Receivables pursuant to subsection 2.13, whether or not RAC fails to repurchase such Defaulted Receivables under the Repurchase Agreement, the Managing Facility Agent may withdraw from amounts on deposit in the Seller Cash Collateral Sub-Account on account of such Defaulted Receivable an amount equal to the lesser of (A) the Repurchase Price for such Defaulted Receivable plus any accrued and unpaid interest thereon required to be paid by subsection 2.10 and (B) the amount then on deposit in the Seller Cash Collateral Sub-Account. It is specifically understood and agreed that amounts on deposit in the Seller Cash Collateral Sub-Account, whether on account of 25% Repurchase Receivables, 75% Repurchase Receivables or 90% Repurchase Receivables, may be withdrawn as aforesaid on account of any Defaulted Receivable, regardless of the Repurchase Percentage associated therewith or whether the RAC Repurchase Obligation shall be outstanding. Any amounts so withdrawn shall be deposited into the Concentration Account and allocated and distributed pursuant to subsections 2.15 and 2.16, respectively. The Seller agrees with the Managing Facility Agent and the Purchasers to deposit into the Seller Cash Collateral Sub-Account, without any requirement for notice or demand therefor, the lesser of the amount withdrawn therefrom or the sum of the Repurchase Obligation then in effect on the date such withdrawal is made, plus interest thereon at a rate per annum equal to the Default Rate for the period from such date of withdrawal to such date of deposit. Deposit of amounts into the Seller Cash Collateral Sub-Account pursuant to the preceding sentence shall, to the extent of such deposit, satisfy the Seller's obligation to repurchase such Defaulted Receivable pursuant to subsection 2.10. (iii) If the Seller or the Servicer (if then Raytheon Credit or any Affiliate thereof) shall fail to make any deposit, payment or transfer of funds required to be made by the Seller or the Servicer under this Agreement or any other document executed and delivered in connection herewith, including, without limitation, any payment, deposit or transfer of funds or payment of any indemnity required to be made pursuant to subsection 2.7(b), 2.10, 2.11, 2.12, 2.18 or 9.1 (each such payment, deposit or transfer, a "Reimbursable Obligation"), then the Managing Facility Agent with the consent of the Majority Purchasers may, in addition to any similar rights in favor of the Managing Facility Agent under the Repurchase Agreement, withdraw from the Seller Cash Collateral Sub-Account on the date such Reimbursable Obligation is due hereunder an amount equal to the lesser of (A) such Reimbursable Obligation and (B) the amount then on deposit in the Seller Cash Collateral Sub-Account. The Seller agrees with the Managing Facility Agent and the Indenture Purchasers to deposit in the Seller Cash Collateral Sub-Account, without any requirement for notice or demand therefor, the amount withdrawn on the date such withdrawal is made, plus interest thereon at a rate per annum equal to the Default Rate for the period from such date of withdrawal to such date of deposit. (iv) No amounts on deposit in the Seller Cash Collateral Sub-Account (including interest or investment earnings) shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account released to the Owner Trustee. The Certificate Distribution Account will be established Seller until the Outstanding Purchase Price is reduced to zero and maintained pursuant all other amounts owing to an account agreement which specifies New York law as the governing law.Managing Facility Agent or any Purchaser hereunder are paid in full, provided, that,

Accounts. (a) The Servicer shall, prior Prior to the Closing Date, the Issuer shall open or cause to be established and maintained an Eligible Deposit Account in opened with the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially Securities Intermediary located at the corporate trust department of the Indenture Trustee’s office located at the Corporate Trust Office, which or at another Eligible Institution, one or more segregated trust accounts in the Indenture Trustee’s name for the deposit of Securitization Charge Collections (including estimated Securitization Charge Collections) and all other amounts received with respect to the Securitization Bond Collateral (the “Collection Account”). The Issuer shall also open or cause to be opened with the Securities Intermediary located at the Indenture Trustee’s office located at the Corporate Trust Office, or at another Eligible Institution, a capital account in the Indenture Trustee’s name for the deposit of the capital contribution by DTE Electric equal to the Required Capital Level (the “Capital Account”). There shall be designated established by the Indenture Trustee in respect of the Collection Account two subaccounts: a general subaccount (the “General Subaccount”); and an excess funds subaccount (the “Excess Funds Subaccount” and, together with the General Subaccount, the “Subaccounts”)). For administrative purposes, the Subaccounts may be established by the Securities Intermediary as separate accounts. Such separate accounts will be recognized individually as a Subaccount and collectively as the "“Collection Account"”. The Prior to or concurrently with the issuance of the Securitization Bonds, the Member shall deposit into the Capital Account an amount equal to the Required Capital Level. All amounts in the Collection Account not allocated to any other subaccount shall be allocated to the General Subaccount. Prior to the initial Payment Date, all amounts in the Collection Account (other than funds deposited into the Capital Account up to the Required Capital Level) shall be allocated to the General Subaccount. All references to the Collection Account shall be deemed to include reference to all subaccounts contained therein. Withdrawals from and deposits to the Accounts and each of the foregoing subaccounts of the Collection Account shall be made as set forth in Section 8.02(d) and Section 8.02(e). Each Account shall at all times be maintained in an Eligible Account and will be under the sole dominion and exclusive control of the Indenture Trustee; provided, that through the Servicer may make deposits to Securities Intermediary, and direct only the Indenture Trustee shall have access to each Account for the purpose of making deposits in writing to make and withdrawals from the Collection applicable Account in accordance with the terms of the Basic Documentsthis Indenture. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Funds in each Account shall not be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply commingled with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuerany other moneys. All monies moneys deposited from time to time in each Account, all deposits therein pursuant to this Indenture and all investments made in Eligible Investments as directed in writing by the Collection Account Issuer with such moneys, including all income or other gain from such investments, shall be held by the Securities Intermediary in such Account as part of the Securitization Bond Collateral as herein provided. The Indenture Trustee shall have no investment discretion. Absent written instructions to invest, funds shall remain uninvested. The Securities Intermediary shall have no liability in respect of losses incurred as secured party a result of the liquidation of any Eligible Investment prior to its stated maturity or its date of redemption or the failure of the Issuer or the Servicer to provide timely written investment direction. (b) The Securities Intermediary hereby confirms that (i) each of the Collection Account and the Capital Account is, or at inception will be established as, a “securities account” as such term is defined in Section 8-501(a) of the UCC, (ii) it is a “securities intermediary” (as such term is defined in Section 8-102(a)(14) of the UCC) and is acting in such capacity with respect to such accounts, (iii) the Indenture Trustee for the benefit of the Noteholders and, after payment Secured Parties is the sole “entitlement holder” (as such term is defined in full Section 8-102(a)(7) of the NotesUCC) with respect to such accounts and (iv) no other Person shall have the right to give “entitlement orders” (as such term is defined in Section 8-102(a)(8)) with respect to such accounts. The Securities Intermediary hereby further agrees that each item of property (whether investment property, financial asset, security, instrument or cash) received by it will be credited to the Collection Account or the Capital Account. Such property, other than cash, shall be treated by it as agent a “financial asset” within the meaning of Section 8-102(a)(9) of the Issuer UCC. The Indenture Trustee shall hold any Securitization Bond Collateral consisting of money in the Collection Account or the Capital Account and as part hereby confirms that for such purpose, each of the Trust PropertyCollection Account and the Capital Account is a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC. The Indenture Trustee further confirms that for purposes of perfecting the security interest in such deposit account, it shall act as the “bank” within the meaning of Section 9-102(a)(8) of the UCC. Notwithstanding anything to the contrary, the State of New York shall be deemed to be the jurisdiction of the Securities Intermediary for purposes of Section 8-110(e) of the UCC and of the Indenture Trustee acting as the “bank” for purposes of Section 9-304(a) of the UCC, and the Collection Account and the Capital Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York. The Securities Intermediary represents and agrees that (i) the “account agreement” (within the meaning of the Hague Securities Convention) establishing the Collection Account and the Capital Account are governed by the law of the State of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention and (ii) at the time of entry of such account agreement, the Securities Intermediary had one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the criteria provided in Article 4(1)(a) or (b) of the Hague Securities Convention. (c) The Indenture Trustee shall have sole dominion and exclusive control over all moneys in the Collection Account and the Capital Account through the Securities Intermediary and shall apply such amounts therein as provided in this Section 8.02. (d) Securitization Charge Collections (including Estimated Securitization Charge Collections) shall be deposited in the General Subaccount as provided in Section 6.11 of the Servicing Agreement. All deposits to and withdrawals from the Collection Account and the Capital Account, all allocations to the subaccounts of the Collection Account and any amounts to be paid to the Servicer under Section 8.02(e) shall be made only by the Indenture Trustee in accordance with the written instructions provided by the Servicer in the Monthly Servicer’s Certificates or the Semi-Annual Servicer’s Certificate or upon other written notice provided by the terms and conditions Servicer pursuant to Section 6.11 of the Basic Documents. If Servicing Agreement, as applicable. (e) On each Payment Date, the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, Paying Agent shall apply all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account Account, including all Investment Earnings thereon, in accordance with the Semi-Annual Servicer’s Certificate, in the following priority: (i) amounts owed by the Issuer to the Indenture Trustee (including legal fees and expenses and outstanding indemnity amounts) shall be withdrawn from paid to the Collection Account at Indenture Trustee (subject to Section 6.07) in an amount not to exceed $250,000 per annum (“Indenture Trustee Cap”); provided, however, that the written direction Indenture Trustee Cap shall be disregarded and inapplicable following an Event of Default; (ii) the Servicer Servicing Fee with respect to such Payment Date and all unpaid Servicing Fees for prior Payment Dates shall be paid to the Servicer. The Indenture Trustee ; (iii) the Administration Fee for such Payment Date shall be paid to the Administrator and the Independent Manager Fee for such Payment Date shall be paid to the Independent Manager, and in each case with any unpaid Administration Fees or Independent Manager Fees from prior Payment Dates; (iv) all other ordinary and periodic Operating Expenses of the Issuer for such Payment Date not described above shall be liable paid to the parties to which such Operating Expenses are owed; (v) Periodic Interest for investment losses in Permitted Investments made such Payment Date, including any overdue Periodic Interest, with respect to the Securitization Bonds shall be paid to the Holders of Securitization Bonds; (vi) principal due and payable on the Securitization Bonds as a result of an acceleration upon an Event of Default or on the Final Maturity Date of each Tranche of the Securitization Bonds shall be paid to the Holders of Securitization Bonds; (vii) Periodic Principal for such Payment Date, in accordance with directions the Expected Amortization Schedule, including any overdue Periodic Principal, with respect to the Securitization Bonds shall be paid to the Holders of Securitization Bonds, pro rata if there is a deficiency; (viii) any other unpaid Operating Expenses (including fees, expenses and indemnity amounts owed to the Indenture Trustee but unpaid due to the limitation in Section 8.02(e)(i)) and any remaining amounts owed pursuant to the Basic Documents shall be paid to the parties to which such Operating Expenses or remaining amounts are owed; (ix) replenishment of the amount, if any, by which the Required Capital Level exceeds the amount in the Capital Account as of such Payment Date shall be allocated to the Capital Account; (x) the Return on Invested Capital then due and payable, and any related taxes thereon, shall be paid to DTE Electric; and (xi) the balance, if any, shall be allocated to the Excess Funds Subaccount for distribution on subsequent Payment Dates. After the Securitization Bonds have been Paid in Full and discharged, and all of the other foregoing amounts have been paid in full, including without limitation, amounts due and payable to the Indenture Trustee under the Indenture or otherwise, the balance of the Collection Account, if any, will be paid to the Issuer, free from the ServicerLien of the Indenture. All payments to the Holders of the Securitization Bonds pursuant to Section 8.02(e)(v), Section 8.02(e)(vi) and Section 8.02(e)(vii) shall be made to such Holders pro rata based on the respective amounts of interest and/or principal owed, unless, in the case of Securitization Bonds comprised of two or more Tranches, the Series Supplement provides otherwise. Payments in respect of principal of and premium, if any, and interest on any Tranche of Securitization Bonds will be made on a pro rata basis among all the Holders of such Tranche. In the event case of an Event of Default, then, in accordance with Section 5.04(c), in respect of any application of moneys pursuant to Section 8.02(e)(v) or Section 8.02(e)(vi), moneys will be applied pursuant to Section 8.02(e)(v) and Section 8.02(e)(vi), as the case may be, in such order, on a pro rata basis, based upon the interest or the principal owed. (f) With respect to any Operating Expense payable by the Issuer pursuant to Section 8.02(e)(i), Section 8.02(e)(ii), Section 8.02(e)(iii) and Section 8.02(e)(iv) that will become due and payable prior to the Collection Account is no longer to be maintained at next Payment Date, the corporate trust department of Administrator, on any Business Day, may direct the Indenture TrusteeTrustee in writing to remit payment of such Operating Expense, in the amount specified in the written direction, on or before the date such payment is due, from amounts on deposit in the General Subaccount, the Servicer shallExcess Funds Subaccount and the Capital Account, with in that order, all as specified in the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account direction to the Indenture Trustee. (bg) The Servicer shallIf on any Payment Date, prior or, for any amounts payable under Section 8.02(e)(i), Section 8.02(e)(ii), Section 8.02(e)(iii) and Section 8.02(e)(iv), on any Business Day, funds deposited in the General Subaccount are insufficient to make the payments contemplated by Section 8.02(e)(i), Section 8.02(e)(ii), Section 8.02(e)(iii), Section 8.02(e)(iv), Section 8.02(e)(v), Section 8.02(e)(vi), Section 8.02(e)(vii) and Section 8.02(e)(viii), the Indenture Trustee (at the direction of the Administrator) shall (i) first, draw from amounts on deposit in the Excess Funds Subaccount, and (ii) second, draw from amounts on deposit in the Capital Account, in each case, up to the Closing Dateamount of such shortfall in order to make the payments contemplated by Section 8.02(e)(i), establish Section 8.02(e)(ii), Section 8.02(e)(iii), Section 8.02(e)(iv), Section 8.02(e)(v), Section 8.02(e)(vi), Section 8.02(e)(vii) and maintain an administrative subaccount within Section 8.02(e)(viii). In addition, if on any Payment Date funds on deposit in the Collection Account General Subaccount are insufficient to make the allocations contemplated by Section 8.02(e)(ix), the Indenture Trustee (at the bank or trust company then maintaining direction of the Collection Account, which subaccount Administrator) shall be designated as draw from amounts on deposit in the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior Excess Funds Subaccount to make such allocations to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Capital Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shallMaintain (i) the Cash Collateral Account and all of Borrower’s, prior any of its Subsidiaries’, and any Guarantor’s operating accounts with Bank and (ii) Borrower’s, any of its Subsidiaries’ and any Guarantor’s primary depository accounts and excess cash with Bank or Bank’s Affiliates, which accounts described in this clause (ii) for (A) Borrower, Borrower’s Subsidiaries and all Guarantors shall represent at least 60.0% of the Dollar value of all of Borrower’s, ▇▇▇▇▇▇▇▇’s Subsidiaries’ and all Guarantors’ accounts at all financial institutions and (ii) Borrower shall represent at least 60.0% of the Dollar value of all of Borrower’s accounts at all financial institutions. In addition to and without limiting the foregoing, the average monthly balance maintained by Borrower in accounts with Dwolla, Stripe, Incomm and PayPal (for all such accounts together) may not exceed $21,900,000.00 (the accounts described in this sentence are, collectively, the “Payment Processor Accounts”). (b) In addition to the Closing Dateforegoing, cause to be established Borrower, any Subsidiary of Borrower and maintained an Eligible Deposit Account any Guarantor, shall obtain any business credit card and any letter of credit in the name "__________, as Indenture Trustee, as secured party United States and the United Kingdom exclusively from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture TrusteeBank; provided, however, (i) if following good faith negotiations with Bank, Borrower determines in its good faith business judgment that Bank is unable to provide market competitive pricing for a particular business credit card or letter of credit facility, Borrower, any Subsidiary of Borrower or any Guarantor may maintain such facility (or facilities) with financial institutions other than Bank and (ii) Borrower may maintain corporate credit cards with American Express as permitted pursuant to clause (k) of the Servicer may make deposits definition of Permitted Indebtedness. (c) In addition to and direct without limiting the Indenture Trustee restrictions in writing (a), Borrower shall provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to make withdrawals from the Collection execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the Basic Documents. The Collection Account will be established previous sentence shall not apply to (i) the Payment Processor Accounts and maintained pursuant (ii) deposit accounts exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party or for the benefit of the Noteholders and, after payment in full of the Notes, Borrower’s employees and identified to Bank by Borrower as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trusteesuch. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shallOn or before the date of the first Loan, prior to the Closing DateBorrower, cause to be established and maintained an Eligible Deposit in accordance with the Account in the name "__________Control Agreement, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially shall establish at the corporate trust department Securities Intermediary (i) a securities account (the “Asset Account”) to which all Portfolio Assets will be credited, (ii) a securities account (the “Collection Account”) into which all proceeds received in connection with the Portfolio Assets (including any repayments or prepayments of the Indenture Trusteeprincipal and amounts received in connection with any sale, termination or other dispositions thereof) will be deposited, (iii) a securities account, which shall be designated as a subaccount of the "Collection Account", into which all interest proceeds from the Portfolio Assets and other Interest Collections will be deposited (the “Interest Collection Account”), (iv) a securities account, which shall be a subaccount of the Collection Account, into which all principal proceeds received in connection with the Portfolio Assets (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof up to the outstanding Principal Balance thereof) and other Principal Collections will be deposited (the “Principal Collection Account”) and (v) a securities account (the “Capital Account”) into which all cash received by the Borrower from the issuance of Subordinated Notes, all Loan proceeds and any amounts transferred from the Principal Collection Account will be deposited. The Accounts shall be maintained in accordance with the Account Control Agreement. The Borrower (or the Collateral Manager on behalf of the Borrower) shall instruct each obligor under the Portfolio Assets (or, with respect to any Agented Asset, the paying agent) to deliver all proceeds in respect of the Borrower Collateral to the Collection Account. The Borrower shall, on each Business Day, identify collections received in the Collection Account on the prior Business Day in connection with the Portfolio Assets as either Principal Collections or Interest Collections and notify the Collateral Administrator and the Securities Intermediary of such determination. The Borrower, in accordance with the Account Control Agreement, shall cause all Principal Collections received on behalf of the Portfolio Assets in the Collection Account to be promptly (but in any event no later than one Business Day following receipt thereof) transferred by the Securities Intermediary to the Principal Collection Account. The Borrower, in accordance with the Account Control Agreement, shall cause all Interest Collections received on behalf of the Portfolio Assets in the Collection Account to be promptly (but in any event no later than one Business Day following receipt thereof) transferred by the Securities Intermediary to the Interest Collection Account. The only permitted withdrawals from or application of funds on deposit in the Collection Account, Principal Collection Account or Interest Collection Account shall be under (i) to make payments expressly provided for in this Agreement and, upon written notice to the sole dominion Lender (which may be delivered via email and control with a copy to the Securities Intermediary and the Collateral Administrator), to redeem Subordinated Notes at the principal amount thereof at the discretion of the Indenture Trustee; providedCollateral Manager (on behalf of the Borrower), that but only if after giving effect to such redemption the Servicer may make deposits OC Ratio Condition is satisfied, the Subordination Test is satisfied and no Default has occurred and is continuing, (ii) for transfer from the Principal Collection Account to and direct the Indenture Trustee Capital Account for the purposes set forth in writing the next succeeding paragraph or (iii) for such other uses to which the Lender has given its prior written consent. The only permitted withdrawals from or application of funds on deposit in the Capital Account shall be (i) to make withdrawals from payments expressly provided for in this Agreement, including repayments or prepayments on outstanding Loans pursuant to Section 2(g) or Section 2(h) and, upon written notice to the Collection Account Lender (which may be delivered via email and with a copy to the Securities Intermediary and the Collateral Administrator), to redeem Subordinated Notes at the principal amount thereof at the discretion of the Collateral Manager (on behalf of the Borrower), but only if after giving effect to such redemption the OC Ratio Condition is satisfied, the Subordination Test is satisfied and no Default has occurred and is continuing, (ii) to purchase Assets in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that this Agreement or (iii) for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period such other uses to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the Lender has provided written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shallMaintain its and all of its Subsidiaries’ operating and other deposit accounts and excess cash with Bank and Bank’s Affiliates. Any Guarantor shall maintain all depository, prior to operating and securities/investment accounts with Bank and Bank’s Affiliates. Notwithstanding the Closing Dateforegoing, cause to be established so long as at least ninety percent (90%) of Borrower’s cash and maintained an Eligible Deposit Account Cash Equivalent assets are held in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially United States in accounts at Bank and Bank’s Affiliates (i) Borrower shall be permitted to maintain its deposit accounts bearing [BANK ACCOUNT INFORMATION OMITTED] located in the Province of Ontario at the corporate trust department Royal Bank of Canada (the Indenture Trustee“RBC Accounts”), which and (ii) Weave India shall be designated as permitted to maintain its [BANK ACCOUNT INFORMATION OMITTED] at HSBC (the "Collection “HSBC Account"”). The Collection Account Borrower shall be under permitted to obtain its payment processor accounts at 2CP, Stripe and First Data (the sole dominion “Payment Processor Accounts”) so long as all amounts in each such account in excess of One Thousand Dollars ($1,000) is swept to Borrower’s accounts at Bank at least weekly. (b) In addition, Borrower shall obtain any business credit card, Letters of Credit, and control of the Indenture Trustee; provided, that the Servicer may make deposits cash management services exclusively from Bank. (c) In addition to and direct without limiting the Indenture Trustee restrictions in writing (a), Borrower shall provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to make withdrawals from the Collection execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the Basic Documents. The Collection Account will be established previous sentence shall not apply to (i) the RBC Accounts, (ii) the HSBC Account, (iii) the Payment Processor Accounts, or (iv) deposit accounts exclusively used for payroll, payroll taxes, and maintained pursuant other employee wage and benefit payments to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party or for the benefit of the Noteholders and, after payment in full of the Notes, Borrower’s employees and identified to Bank by Borrower as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trusteesuch. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.”

Accounts. (a) The Servicer shall, prior to On or before the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department date of the Indenture Trusteefirst Loan, the Borrower shall establish with the Custodian as Securities Intermediary (i) a securities account (the “Collateral Account”) to which all Portfolio Assets will be credited, (ii) a securities account, which shall be designated as a subaccount of the "Collection Account". The , into which all interest proceeds from the Portfolio Assets and other Interest Collections will be deposited (the “Interest Collection Account Account”), (iii) a securities account, which shall be under the sole dominion and control a subaccount of the Indenture Trustee; providedCollection Account, that into which all principal proceeds received in connection with the Servicer may make deposits Portfolio Assets (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof up to the outstanding principal amount thereof) and direct other principal proceeds will be deposited (the Indenture Trustee in writing to make withdrawals “Principal Collection Account” and, together with the Interest Collection Account, the “Collection Account”), (iv) a securities account (the “Trust Account”) into which all cash received by the Borrower from the equity contributions made by the Equityholder, all Loan proceeds and any amounts transferred from the Principal Collection Account in accordance with the terms Principal Priority of Payments will be deposited and (v) a securities account (the Basic Documents“OC Ratio Posting Account”) into which funds related to OC Ratio Posting Payments shall be deposited pursuant to Section 6. The Collection Accounts shall be maintained in accordance with the Account will Control Agreement. (b) The only permitted withdrawal from or application of assets credited to the Collateral Account shall be established and maintained pursuant to an account agreement which specifies New York law as the governing lawdeliver such assets in connection with a sale, termination, repayment or other disposition of such asset against payment or exchange. In addition, Any cash payment received in connection with any such disposition shall be deposited into the Collection Account or paid to the Administrative Agent on behalf of the Lenders as provided herein, and any non-cash asset received in exchange shall be established and maintained at an institution which agrees in writing that for so long as credited to the Notes are outstanding it will comply with entitlement orders Collateral Account promptly. (as defined in Article 8 c) The Borrower (or the Collateral Manager on behalf of the UCCBorrower) originated by shall instruct each obligor under the Indenture Trustee without further consent Portfolio Assets (or, with respect to any Agented Asset, the paying agent) to deliver all proceeds in respect of the IssuerBorrower Collateral to the Collection Account. All monies deposited from time to time The Borrower shall (or shall cause the Collateral Manager to), on a daily basis (on each Business Day), identify collections received in the Collection Account shall be held by on the Indenture Trustee second prior Business Day in connection with the Portfolio Assets as secured party for either Principal Collections or Interest Collections and notify the benefit Custodian of such determination. The Borrower (or the Collateral Manager on behalf of the Noteholders and, after payment in full Borrower) shall cause all Principal Collections received on behalf of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held Portfolio Assets in the Collection Account shall, to be promptly (but in any event no later than one Business Day following receipt thereof) transferred by the Custodian to the extent permitted by applicable law, rules and regulations, be invested, as directed Principal Collection Account. The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Interest Collections received on behalf of the Portfolio Assets in writing by the Servicer, by the bank or trust company then maintaining the Collection Account to be promptly (but in specified Permitted Investments that mature not any event no later than the one Business Day immediately prior following receipt thereof) transferred by the Custodian to the Payment Date for the Interest Collection Period to which such amounts relate and such Permitted Investments shall be held to maturityAccount. All interest and other income (net The only permitted withdrawal from or application of losses and investment expenses) on funds on deposit in the Collection Account, Principal Collection Account or Interest Collection Account shall be withdrawn to make payments expressly provided for in this Agreement or to transfer funds to the Trust Account in connection with a Reinvestment pursuant to Section 5(b). (d) The only permitted withdrawals from or application of funds on deposit in the Trust Account shall be to either (i) make prepayments on outstanding Loans in accordance with Section 2(h) or other payments expressly provided for in this Agreement or (ii) purchase Assets. (e) The only permitted withdrawals from or application of funds on deposit in the OC Ratio Posting Account shall be in accordance with Section 6 hereof. (f) With the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed), the Collateral Manager may direct the Custodian and the Securities Intermediary to withdraw from the Collection Account at the written direction of the Servicer Accounts and shall be paid pay to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from Person entitled thereto any amounts credited thereto constituting Excluded Amounts if the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shallCollateral Manager has, prior to the Closing Datesuch withdrawal and consent, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior delivered to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner TrusteeAdministrative Agent, the Servicer shall cause an Eligible Deposit Account to be established as Securities Intermediary, the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which Borrower and each Rating Agency may consent) and give written notice of Lender a report setting forth the location and account number calculation of such account Excluded Amounts in form and substance reasonably satisfactory to the Owner Trustee. The Certificate Distribution Account will be established Administrative Agent and maintained pursuant to an account agreement which specifies New York law as the governing laweach Lender.

Accounts. (a) The Servicer shallPrior to the Closing Date, the Issuer shall open or cause to be opened with the Securities Intermediary located at the Indenture Trustee’s office located at the Corporate Trust Office, or at another Eligible Institution, (i) one or more segregated trust accounts in the Indenture Trustee’s name for the deposit of Distribution Securitization Charge Collections (including Estimated Distribution Securitization Charge Collections) and all other amounts received with respect to the Securitization Bond Collateral related to the Distribution Securitization Charges (the “Distribution Collection Account”) and (ii) one or more segregated trust accounts in the Indenture Trustee’s name for the deposit of Power Supply Securitization Charge Collections (including Estimated Power Supply Securitization Charge Collections) and all other amounts received with respect to the Securitization Bond Collateral related to the Power Supply Securitization Charges (the “Power Supply Collection Account” and, together with the Distribution Collection Account, the “Collection Accounts”). Each Collection Account will consist of two subaccounts: a general subaccount (each, a “General Subaccount”); and an excess funds subaccount (each, an “Excess Funds Subaccount” and, together with the General Subaccounts, the “Subaccounts”). For administrative purposes, the Subaccounts may be established by the Securities Intermediary as separate accounts. Such separate accounts will be recognized individually as a Subaccount and collectively (with respect to Subaccounts of a particular Collection Account) as a “Collection Account.” In addition, prior to the Closing Date, the Issuer shall open or cause to be established and maintained an Eligible Deposit Account in opened with the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially Securities Intermediary located at the corporate trust department of the Indenture Trustee’s office located at the Corporate Trust Office, which or at another Eligible Institution, a capital account (the “Capital Account”) and a payment account (the “Payment Account”), each to be a segregated trust account in the Indenture Trustee’s name. Prior to or concurrently with the issuance of the Securitization Bonds, the Member shall deposit into the Capital Account an amount equal to the Required Capital Level. All amounts in each Collection Account not allocated to any other subaccount shall be designated as allocated to the "Collection Account"relevant General Subaccount. The Prior to the Initial Payment Date, all amounts in each Collection Account shall be allocated to the relevant General Subaccount. All references to a Collection Account shall be deemed to include reference to all subaccounts contained therein. Withdrawals from and deposits to each of the Accounts and Subaccounts shall be made as set forth in Section 8.02(d) and Section 8.02(e). Each Account shall at all times be maintained in an Eligible Account and will be under the sole dominion and exclusive control of the Indenture Trustee; provided, that through the Servicer may make deposits to Securities Intermediary, and direct only the Indenture Trustee shall have access to each Account for the purpose of making deposits in writing to make and withdrawals from the Collection applicable Account in accordance with the terms of the Basic Documentsthis Indenture. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Funds in each Account shall not be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply commingled with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuerany other moneys. All monies moneys deposited from time to time in each Account, all deposits therein pursuant to this Indenture and all investments made in Eligible Investments as directed in writing by the Collection Account Issuer with such moneys, including all income or other gain from such investments, shall be held by the Securities Intermediary in such Account as part of the Securitization Bond Collateral as herein provided. The Indenture Trustee shall have no investment discretion. Absent written instructions to invest, funds shall remain uninvested. The Securities Intermediary shall have no liability in respect of losses incurred as secured party a result of the liquidation of any Eligible Investment prior to its stated maturity or its date of redemption or the failure of the Issuer or the Servicer to provide timely written investment direction. (b) The Securities Intermediary hereby confirms that (i) each of the Collection Accounts, the Capital Account and the Payment Account is, or at inception will be established as, a “securities account” as such term is defined in Section 8-501(a) of the UCC, (ii) it is a “securities intermediary” (as such term is defined in Section 8-102(a)(14) of the UCC) and is acting in such capacity with respect to such accounts, (iii) the Indenture Trustee for the benefit of the Noteholders and, after payment Secured Parties is the sole “entitlement holder” (as such term is defined in full Section 8-102(a)(7) of the NotesUCC) with respect to such accounts and (iv) no other Person shall have the right to give “entitlement orders” (as such term is defined in Section 8-102(a)(8)) with respect to such accounts. The Securities Intermediary hereby further agrees that each item of property (whether investment property, financial asset, security, instrument or cash) received by it will be credited to the applicable Collection Account, the Capital Account or the Payment Account. Such property, other than cash, shall be treated by it as agent a “financial asset” within the meaning of Section 8-102(a)(9) of the Issuer UCC. The Indenture Trustee shall hold any Securitization Bond Collateral consisting of money in the Collection Accounts, the Capital Account or the Payment Account and as part hereby confirms that for such purpose, each of the Trust PropertyCollection Accounts, the Capital Account and the Payment Account is a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC. The Indenture Trustee further confirms that for purposes of perfecting the security interest in such deposit account, it shall act as the “bank” within the meaning of Section 9-102(a)(8) of the UCC. Notwithstanding anything to the contrary, the State of New York shall be deemed to be the jurisdiction of the Securities Intermediary for purposes of Section 8-110(e) of the UCC and of the Indenture Trustee acting as the “bank” for purposes of Section 9-304(a) of the UCC, and the Collection Accounts, the Capital Account and the Payment Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York. The Securities Intermediary represents and agrees that (i) the “account agreement” (within the meaning of the Hague Securities Convention) establishing the Collection Accounts, the Capital Account and the Payment Account are governed by the law of the State of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention and (ii) at the time of entry of such account agreement, the Securities Intermediary had one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the criteria provided in Article 4(1)(a) or (b) of the Hague Securities Convention. (c) The Indenture Trustee shall have sole dominion and exclusive control over all moneys in the Collection Accounts, the Capital Account and the Payment Account through the Securities Intermediary and shall apply such amounts therein as provided in this Section 8.02. (d) Securitization Charge Collections (including Estimated Securitization Charge Collections) shall be deposited in the applicable General Subaccount as provided in Section 6.11 of the Servicing Agreement. All deposits to and withdrawals from the Collection Accounts, the Capital Account and the Payment Account, all allocations to the subaccounts of the Collection Accounts and any amounts to be paid to the Servicer under Section 8.02(e) shall be made only by the Indenture Trustee in accordance with the written instructions provided by the Administrator in the Distribution Instructions (as defined herein) or by the Servicer in the Monthly Servicer’s Certificates or the Semi-Annual Servicer’s Certificate or upon other written notice provided by the terms and conditions Servicer pursuant to Section 6.11 of the Basic Documents. If Servicing Agreement, as applicable. (e) Not later than two Business Days prior to each Payment Date, the Servicer is required to remit collections pursuant Administrator shall deliver to the first sentence Indenture Trustee the Instructions for Distribution of Section 4.2, all amounts held Funds in the Collection Account shallAccounts, in form and substance consistent with Exhibit E to this Indenture (the extent permitted by applicable law“Distribution Instructions”), rules and regulations, be invested, as directed instructing the Indenture Trustee to transfer funds from the Accounts described in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior Distribution Instructions to the Payment Account to pay amounts payable on such Payment Date for in accordance with this Section 8.02(e). On each Payment Date, unless specified otherwise, the Collection Period to which Indenture Trustee shall apply such amounts relate transferred into the Payment Account to pay the following amounts, in accordance with the Distribution Instructions. in the following priority: (i) amounts owed by the Issuer to the Indenture Trustee (including legal fees and such Permitted Investments expenses and outstanding indemnity amounts) shall be held paid to maturity. All interest and other income the Indenture Trustee (net of losses and investment expensessubject to Section 6.07) on funds on deposit in an amount not to exceed $250,000 per annum (“Indenture Trustee Cap”); provided, however, that the Collection Account Indenture Trustee Cap shall be withdrawn from disregarded and inapplicable following an Event of Default; (ii) the Collection Account at the written direction of the Servicer Servicing Fee with respect to such Payment Date and all unpaid Servicing Fees for prior Payment Dates shall be paid to the Servicer. The Indenture Trustee ; (iii) the Administration Fee for such Payment Date shall be paid to the Administrator and the Independent Manager Fee for such Payment Date shall be paid to the Independent Manager, and in each case with any unpaid Administration Fees or Independent Manager Fees from prior Payment Dates (or, to the extent one or more series of Additional Securitization Bonds are issued, an allocable share of such fees); (iv) all other ordinary and periodic Operating Expenses (or, to the extent one or more series of Additional Securitization Bonds are issued, an allocable share of such Operating Expenses) of the Issuer for such Payment Date not described above shall be liable paid to the parties to which such Operating Expenses are owed; (v) Periodic Interest for investment losses in Permitted Investments made such Payment Date, including any overdue Periodic Interest, with respect to the Securitization Bonds shall be paid to the Holders of Securitization Bonds; (vi) principal due and payable on the Securitization Bonds as a result of an acceleration upon an Event of Default or on the Final Maturity Date of each Tranche of the Securitization Bonds shall be paid to the Holders of Securitization Bonds; (vii) Periodic Principal for such Payment Date, in accordance with directions the Expected Amortization Schedule, including any overdue Periodic Principal, with respect to the Securitization Bonds shall be paid to the Holders of Securitization Bonds, pro rata if there is a deficiency; (viii) any other unpaid Operating Expenses (including fees, expenses and indemnity amounts owed to the Indenture Trustee but unpaid due to the limitation in Section 8.02(e)(i)) (or, to the extent one or more series of Additional Securitization Bonds are issued, an allocable share of such Operating Expenses) and any remaining amounts owed pursuant to the Basic Documents shall be paid the parties to which such Operating Expenses or remaining amounts are owed; (ix) replenishment of the amount, if any, by which the Required Capital Level exceeds the amount in the Capital Account as of such Payment Date shall be allocated to the Capital Account; (x) the Return on Invested Capital then due and payable, and any related taxes thereon, shall be paid to DTE Electric; and (xi) the balance, if any, shall be allocated to the appropriate Excess Funds Subaccount for distribution on subsequent Payment Dates. (i) the Tranche A-1 Securitization Bonds, all Tree Trim Amounts, and all of the other foregoing amounts relating to Tree Trim, have been paid in full, including without limitation, amounts due and payable to the Indenture Trustee under the Indenture or otherwise, the balance of the Distribution Collection Account, if any, will be paid to the Issuer, free from the ServicerLien of the Indenture, and (ii) the Securitization Bonds have been Paid in Full and discharged, and all of the other foregoing amounts are paid in full, including without limitation, amounts due and payable to the Indenture Trustee under the Indenture or otherwise, the balance (including all amounts then held in any Account), if any, will be paid to the Issuer, free from the Lien of the Indenture. All payments to the Holders of the Securitization Bonds pursuant to Section 8.02(e)(v), Section 8.02(e)(vi) and Section 8.02(e)(vii) shall be made to such Holders pro rata based on the respective amounts of interest and/or principal owed, unless, in the case of Securitization Bonds comprised of two or more Tranches, the Series Supplement provides otherwise. Payments in respect of principal of and premium, if any, and interest on any Tranche of Securitization Bonds will be made on a pro rata basis among all the Holders of such Tranche. In the event case of an Event of Default, then, in accordance with Section 5.04(c), in respect of any application of moneys pursuant to Section 8.02(e)(v) or Section 8.02(e)(vi), moneys will be applied pursuant to Section 8.02(e)(v) and Section 8.02(e)(vi), as the case may be, in such order, on a pro rata basis, based upon the interest or the principal owed. (f) On any Business Day upon which the Indenture Trustee receives a written request from the Administrator stating that any Operating Expense payable by the Issuer (but only as described in Section 8.02(e)(i), Section 8.02(e)(ii), Section 8.02(e)(iii) and Section 8.02(e)(iv)) will become due and payable prior to the next Payment Date, and setting forth the amount and nature of such Operating Expense, as well as any supporting documentation that the Collection Account is no longer to be maintained at the corporate trust department of Indenture Trustee may reasonably request, the Indenture Trustee, upon receipt of such information, will make payment of such Operating Expenses on or before the Servicer shalldate such payment is due from amounts on deposit in the applicable General Subaccount, with the applicable Excess Funds Subaccount and the Capital Account, in that order and only to the extent required to make such payment, it being understood that, until the Tranche A-1 Securitization Bonds are Paid in Full, the Administrator shall direct the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account Trustee to be established as draw amounts equal to 68.19% of such Operating Expense due and payable from the Subaccounts of the Distribution Collection Account within ten (10) Business Days (or and 31.81% of such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) Operating Expense due and give written notice payable from the Subaccounts of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Power Supply Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shall, prior to On or before the Closing Date, the Indenture Trustee will cause to be established and maintained an Eligible Deposit Account three Qualified Accounts denominated as follows: the “Principal Funding Account,” the “Reserve Account” and the “Spread Account” in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as bearing a designation clearly indicating that the "Collection funds deposited therein are held for the benefit of the Series 2008-2 Noteholders (or, in the case of the Spread Account", for the benefit of the Class C Noteholders). The Collection Principal Funding Account, the Reserve Account and the Spread Account constitute Issuer Accounts and shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Series 2008-2 Noteholders and(or, after payment in full the case of the NotesSpread Account, as agent for the benefit of the Issuer and as part of Class C Noteholders). If, at any time, any institution holding the Trust Property. All deposits to and withdrawals from Principal Funding Account, the Collection Reserve Account shall be made only upon or the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Spread Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer ceases to be maintained at the corporate trust department of the Indenture Trusteea Qualified Institution, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account Issuer will within ten (10) Business Days (or such longer period period, not to exceed thirty (30) calendar days days, as to which each Note Rating Agency may consent) establish a new Principal Funding Account, Reserve Account or Spread Account, as the case may be, that is a Qualified Account and give written notice of shall transfer any cash and/or investments to such new Principal Funding Account, Reserve Account or Spread Account, as the location case may be. From the date such new Principal Funding Account, Reserve Account or Spread Account is established, it will be the “Principal Funding Account,” “Reserve Account” or “Spread Account,” as the case may be. The Principal Funding Account, the Reserve Account and account number of such account the Spread Account will receive deposits pursuant to the Indenture TrusteeArticle III. (b) The Servicer shallAll payments to be made from time to time by the Indenture Trustee to Noteholders out of funds in the Principal Funding Account, prior the Reserve Account or the Spread Account pursuant to this Indenture Supplement will be made by the Indenture Trustee to the Closing DatePaying Agent not later than 12:00 noon, establish and maintain an administrative subaccount within New York City time, on the Collection applicable Interest Payment Date or Principal Payment Date but only to the extent of available funds in the applicable Issuer Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposesotherwise provided in Article III. (c) The Servicer shall, prior to the Closing On each Distribution Date, cause an Eligible Deposit Account to be established all interest and maintained, earnings (net of losses and investment expenses) accrued since the preceding Distribution Date on funds on deposit in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Spread Account will be established retained in the Spread Account (to the extent that the sum of the amount on deposit in the Spread Account with respect to the related Monthly Period is less than the required balance for the Spread Account for that Monthly Period) and maintained pursuant the excess, if any, will be paid to an account agreement which specifies New York law as the governing lawIssuer.

Accounts. (a) The Servicer shall, prior This Agreement applies to the Closing Date, cause to be accounts identified below that have been established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated Bank by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party applicable Pledgor for the benefit of the Noteholders and, after payment in full of the NotesAgent and Lenders: Account Name: The New York Times Building LLC Collection Account — GMAC Commercial Mortgage Corporation, as agent and secured party Account Type: Account Name: FC Lion LLC Collection Account — GMAC Commercial Mortgage Corporation, as agent and secured party Account Type: The accounts identified above shall be collectively referred to herein as the “Collection Accounts”. No Pledgor shall cancel or cause any of the Issuer and as part of the Trust Property. All deposits Collection Accounts to and withdrawals from the Collection Account be canceled, nor shall any Pledgor establish any other account with Bank or any other bank, mutual fund, investment banking firm or similar institution into which any Rents (other than security deposits) shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trusteedeposited. (b) The Servicer shallEach Pledgor shall deposit, prior or cause to be deposited, in the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the applicable Collection Account, which subaccount all Rents (other than security deposits) paid to or for the benefit of such Pledgor. Such Rents shall be designated made in the lawful currency of the United States of America, and shall be payable to the applicable Collection Account and shall be delivered directly by the payor to Bank. If either of the Pledgors (or any leasing or managing agent) shall receive any Rents (other than a security deposit), that is not payable in the foregoing manner, such Pledgor(s) shall (and shall cause leasing and managing Agent to) deposit such Rents into the applicable Collection Account by the close of business on the second Business Day following the day on which the same is received by such Pledgor (or leasing or managing agent). In the absence of instructions from the payor or a Pledgor as to which account any amounts shall be deposited to, Bank shall notify the "Principal Distribution Account". The Principal Distribution Account is established Pledgors and maintained solely for administrative purposesrequest such instructions, and in the meantime, Bank may refuse to accept delivery of such amounts until such instructions are received from such payor or Pledgor. (c) The Servicer shallapplicable Pledgor shall provide the notice set forth on Exhibit A attached hereto to each party to a Lease as each Lease is executed (or, prior if such Lease has previously been executed, then immediately). The applicable Pledgor shall obtain the acknowledgment of its Tenants to such notice. If the applicable Pledgor fails to provide any such notice or obtain such acknowledgement, or if any Event of Default has occurred and is continuing, Agent shall have the right (and without prejudice to Agent’s rights with respect to such failures or Event of Default ) to direct such parties to remit all Rents, other than security deposits, directly into the applicable Collection Account by issuing a notice as Agent deems appropriate. Each of the Pledgors hereby grants to Agent a power of attorney to sign and deliver the foregoing notices, which power of attorney shall be deemed coupled with an interest and irrevocable until the Indebtedness has been paid in full, and each Pledgor directs all applicable Tenants (and any successor to the Closing Dateinterest of any such Tenant) under the applicable Leases to follow any such instructions given by Agent, cause notwithstanding any contrary instructions from any Pledgor and without any obligation or right on the Tenant’s part to determine the actual existence of an Eligible Deposit Event of Default or other event claimed by Agent as the basis for Agent’s right to send such notice. (d) No modifications or revocations of any notice given by any Pledgor pursuant to clause (c) above are permitted without Agent’s prior written approval, which approval shall not be unreasonably withheld or delayed. Upon Agent’s request from time to time, each Pledgor will certify in writing that it has sent a notice to all applicable Tenants or otherwise demonstrate to Agent’s satisfaction that notices have been issued to all applicable Tenants. (e) Upon Agent’s request from time to time, each Pledgor shall provide a written statement to Agent itemizing the amounts deposited in its Collection Account for the period covered by Agent’s request and such supporting documentation as Agent reasonably may require. (f) Each of the Pledgors represents and warrants that (i) this Agreement creates a valid, first priority security interest in all of its rights in the Collateral (as defined below), (ii) as of the date hereof, except for the security interest created by this Agreement, the Collection Accounts are free from any Lien, or other right, title and interest of any other person or party and (iii) the exact legal name and state of formation of each Pledgor are as set forth on page one hereof. Except as permitted hereunder, no Pledgor shall sell, transfer, encumber, hypothecate or otherwise dispose of, or grant any option with respect to, the Collateral, or create or permit to exist any Lien upon the Collateral. (g) The Collection Accounts shall not be established evidenced by a certificate of deposit, passbook or other instrument. (h) Account balances shall accrue interest at a savings account rate (or a money market rate, but only to the extent that the Collection Accounts can remain “deposit accounts” (as defined in the UCC) notwithstanding the giving of a money market rate) for accounts denominated in U.S. dollars and maintainedinterest shall be credited by Bank to the applicable Collection Account not later than the fifth (5th) Business Day of the month immediately following the month for which accrued interest is being credited. Interest accruing on each of the Collection Accounts shall be periodically added to the principal amount of the corresponding Collection Account. (i) Each Pledgor acknowledges and agrees that neither it, nor any other party claiming on behalf of, or through, it, shall have any right, title or interest, whether express or implied, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account"Collection Accounts, initially at the corporate trust department or to withdraw or make use of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution any amounts from any Collection Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account except to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawextent expressly permitted by Section 5 hereof.

Accounts. (a) 24.1 The Servicer shall, prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department request of the Indenture TrusteeManagement Company, which shall be designated as open Bank Accounts titled CDC-Trustee First Habib Stock Fund for the "Collection Account". The Collection Account shall be under the sole dominion Unit Trust at such Branches of Banks and control of the Indenture Trustee; providedat such locations (including outside Pakistan, that the Servicer may make deposits subject to applicable Regulations and direct the Indenture Trustee in writing to make withdrawals after obtaining necessary written prior approvals from the Collection Account relevant regulatory authority in accordance with the terms of the Basic Documents. The Collection Account will Pakistan) as may be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated requested by the Indenture Trustee without further consent of the Issuer. All monies deposited Management Company from time to time time. Such accounts may be used for collection, Investment, redemption or any other use of the Trust. 24.2 The Management Company may also require the Trustee to open a separate Bank Account for each dividend distribution out of the Unit Trust. Notwithstanding anything in this Deed, the beneficial ownership of the balances in these accounts shall vest in the Collection Account Unit Holder(s). 24.3 All Bank charges for opening and maintaining Bank Accounts for the Trust shall be held by charged to the Indenture Trustee as secured party Fund. 24.4 All interest, income, mark up, profit etc. earned in the Distribution Account(s), including those accruing on unclaimed dividends, shall form part of the Trust Property for the benefit of the Noteholders and, after payment in full Unit Holder(s) and shall be transferred periodically from the Distribution Account(s) to the main Bank Account of the Notes, as agent Trust. 24.5 The amounts received from the Core Investors (seed capital) and private placement investors shall be deposited in a separate Bank Account and transferred to the main Bank Account of the Issuer Fund upon the start of the Initial Offer Period. Income, profit etc. earned on Investments by Core Investors and as Pre IPO investors up to and including the day before the opening of Initial Public Offering, shall be paid on receipt of such income / profit, to the Core and Pre IPO investors and shall not form part of the Trust Property. 24.6 The Trustee shall, if requested by the Management Company open off shore Bank Accounts titled CDC Trustee-First Habib Stock Fund in offshore countries where the Investments are made on account of the Scheme, if such Investments necessitate opening and operation of Bank Accounts by the Trustee. All deposits to and withdrawals from For this purpose, the Collection Account Trustee shall be made only upon deemed to be authorized to sign and submit the terms prescribed account opening forms of such Banks, including custodial/sub-custodial services accounts and conditions Brokerage accounts with such Banks, Custodians, sub-Custodians, and Brokers, as may be required to be appointed for offshore Investments of the Basic DocumentsScheme. If the Servicer is required to remit collections pursuant The opening, operation and maintenance of such Bank Accounts, custodial/sub-custodial and Brokerage services accounts in offshore countries shall always be subject to the first sentence approval of Section 4.2, all amounts held in the Collection Account shall, to State Bank of Pakistan and the extent permitted by applicable law, rules and regulations, be investedexchange control Regulations, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction well as any directives of the Servicer State Bank of Pakistan and/or the Commission. 24.7 The Management Company shall exercise due caution and shall be paid to the Servicerdiligence in appointing and arranging of such Bank, Brokerage houses and Custodian/ sub-Custodian in offshore countries. The Indenture Management Company and the Trustee shall not be liable incur any personal liability for investment losses any consequences that may arise in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) opening and give written notice of the location and account number operation of such account to Bank Accounts, Brokerage accounts and/or custodial/sub-custodial services accounts. The Management Company and the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount Trustee shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part indemnified out of the Trust Property for any losses, costs and expenses that may be suffered, sustained or incurred by the Management Company /Trustee and against all consequences arising from and out of (1) the execution by the Management Company /Trustee of the account opening forms/ documents with all particulars as may be required by such Bank(s), Financial Institution(s), Custodian(s)/sub- Custodian(s) and Brokerage house(s), (2) the opening of such account(s) with the offshore Bank(s), Financial Institution(s), Custodian(s)/sub-Custodian(s) and Brokerage house(s), (3) the Investments made in offshore countries on account of the Scheme, (4) the appointment of Bank(s),Financial Institution(s), Broker(s) and/or Custodian(s)/sub-Custodian(s) for the Schemes’ Investments, securities and other assets internationally and (5) all other related or incidental activities of the Management Company/Trustee in relation to the above. Provided that such indemnity shall not be applied available to the Management Company and/or the Trustee, if such loss, cost or expense is sustained or incurred due to willful or gross negligence on their respective part. For the purpose of making arrangements in offshore countries, the Management Company may in consultation with Trustee retain the services of advisors and professionals to ensure legal and regulatory compliances on part of the Management Company and the Trustee, as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department Clause 6.17 above. 24.8 The beneficial ownership of the Owner Trusteebalances in the Bank Account(s), except the Servicer Bank Account(s) mentioned in Clauses 24.4 and 24.5 above shall cause an Eligible Deposit Account to be established as vest in the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawUnit Holder(s).

Accounts. (a) The Servicer Credit Parties shall, prior to the Closing Dateand shall cause each Restricted Subsidiary to, cause to be established and maintained an Eligible (i) in connection with any Deposit Account in the name "__________or Securities Account established or acquired by a Credit Party (other than Excluded Accounts, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that but only for so long as the Notes are outstanding it will comply with entitlement orders (as defined is an Excluded Account) promptly, but in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the any event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number establishment or acquisition of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintainedor, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department case of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution a Deposit Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution or Securities Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer ceases to be maintained at the corporate trust department of the Owner Trusteean Excluded Account, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days after cessation of its status as an Excluded Account) or by such later date as the Administrative Agent shall reasonably agree, cause such Deposit Account or Securities Account to become and thereafter be maintained subject to an Account Control Agreement: (ii) subject to clause (i) hereof, deposit or cause to be deposited directly, all Cash Receipts into one or more Deposit Accounts in which each Rating Agency may consentthe Administrative Agent has been granted a first-priority Lien (subject to Excepted Liens of the type described in clause (e) of the definition thereof) and give written notice is subject to an Account Control Agreement (in each case, other than amounts referred to in the definition of “Excluded Accounts”, which may be deposited in Excluded Accounts) and (iii) subject to clause (i) hereof, deposit or credit or cause to be deposited or credited directly, all securities and financial assets held or owned by (whether directly or indirectly), credited to the account of, or otherwise reflected as an asset on the balance sheet of, the Borrower and the Consolidated Restricted Subsidiaries (including, without limitation, all marketable securities, treasury bonds and bills, certificates of deposit, investments in money market funds and commercial paper) into one or more Securities Accounts in which the Administrative Agent has been granted a first-priority Lien (subject to Excepted Liens of the location type described in clause (e) of the definition thereof) and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant that is subject to an account agreement which specifies New York law as the governing lawAccount Control Agreement.

Accounts. (a) The Servicer shallTrustee shall establish and maintain separately with respect to each Trust the Collection Account, prior to the Closing DateFunding Account, cause to be established if any, and maintained an Eligible Deposit the Certificate Account in the name "__________of the Trustee for the benefit of the Certificateholders. The Collection Account, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate Funding Account and the Certificate Account shall be segregated trust accounts established with the trust department of the Indenture Trustee. The Servicer shall establish the Lock-Box Account pursuant to the Servicing Agreement. The Lock-Box Account shall be a non-interest bearing account established with a Lock-Box Account Depository, which shall at all times be designated as an Eligible Institution, by the "Servicer for the sole benefit of the Trust and other holders of retail installment sales contracts originated by Aegis Finance or its Affiliates. All of the foregoing Accounts shall be Eligible Accounts. (b) Amounts held in the Collection Account". The Collection , the Certificate Account and the Funding Account shall be under invested by the sole dominion and control Trustee, upon the written direction of the Indenture Trustee; providedSeller, that in Eligible Investments. Any such investment in the Servicer may make deposits to and direct Certificate Account or the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Funding Account shall be established and maintained at an institution which agrees mature no later than (i) one Business Day before the Distribution Date (or Funding Date with respect to the Funding Account), next succeeding the date of investment or, (ii) in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 case of the UCC) originated by the Indenture Trustee without further consent of the Issuermoney market fund investments, on such Distribution Date. All monies deposited from time to time Any such investment in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than two Business Days before such Distribution Date. Any written investment direction by the Business Day immediately prior Seller shall certify that any such investment is authorized by this Section 5.01. The Trustee shall have no authority to sell or otherwise dispose of Eligible Investments attributable to funds held in the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in Certificate Account, the Collection Account or the Funding Account prior to their respective maturity dates. Interest and earnings on investments of funds in any Account shall be withdrawn from credited to and all losses borne by the Collection Account with respect to which they were derived. All accounts with the Trustee must be trust accounts subject to regulations substantially similar to 12 C.F.R. 9.10(b). The Trustee shall not have any responsibility or liability for any investment of moneys at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's Seller or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposesany loss resulting therefrom. (c) The Servicer shallhas appointed each of Wells Fargo Bank, prior to the Closing DateN.A., cause and Commerce Bank, as an Eligible Deposit initial Lock-Box Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be Depos▇▇▇▇▇ under the sole dominion and control of the Owner TrusteeServicing Agreement. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part funds of the Trust Property held by a Lock-Box Account Depository are and shall be applied as provided in remain the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department property of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawTrust.

Accounts. (a) The Servicer shallTrustee shall establish the Collection Account, prior to the Closing Date, cause to be established Funding Account and maintained an Eligible Deposit the Certificate Account in the name "__________of the Trustee for the benefit of the Certificateholders. The Collection Account, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate Funding Account and the Certificate Account shall be segregated trust accounts established with the trust department of the Indenture Trustee. The Servicer shall establish the Lock-Box Account pursuant to the Servicing Agreement. The Lock- Box Account shall be a non-interest bearing account established with a Lock-Box Account Depository, which shall at all times be designated as an Eligible Institution, by the "Servicer for the sole benefit of the Trust and other holders of retail installment sales contracts originated by Aegis Finance or its Affiliates. All of the foregoing Accounts shall be Eligible Accounts. (b) Amounts held in the Collection Account". The Collection , the Certificate Account and the Funding Account shall be under invested by the sole dominion and control Trustee, upon the written direction of the Indenture Trustee; providedSeller, that in Eligible Investments. Any such investment in the Servicer may make deposits to and direct Certificate Account or the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Funding Account shall be established and maintained at an institution which agrees mature no later than (i) one Business Day before the Distribution Date (or Funding Date with respect to the Funding Account), next succeeding the date of investment or, (ii) in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 case of the UCC) originated by the Indenture Trustee without further consent of the Issuermoney market fund investments, on such Distribution Date. All monies deposited from time to time Any such investment in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than two Business Days before such Distribution Date. Any written investment direction by the Business Day immediately prior Seller shall certify that any such investment is authorized by this Section 5.01. The Trustee shall have no authority to sell or otherwise dispose of Eligible Investments attributable to funds held in the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in Certificate Account, the Collection Account or the Funding Account prior to their respective maturity dates. Interest and earnings on investments of funds in any Account shall be withdrawn from credited to and all losses borne by the Collection Account with respect to which they were derived. All accounts with the Trustee must be trust accounts subject to regulations substantially similar to 12 C.F.R. SEC 9.10(b). The Trustee shall not have any responsibility or liability for any investment of moneys at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's Seller or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposesany loss resulting therefrom. (c) The Servicer shallhas appointed Wells Fargo Bank, prior to the Closing DateN.A., cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be initial Lock-Box ▇▇▇▇unt Depository under the sole dominion and control of the Owner TrusteeServicing Agreement. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part funds of the Trust Property held by a Lock-Box Account Depository are and shall be applied as provided in remain the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department property of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawTrust.

Accounts. (a) The Servicer shall, prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "__________JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]2006-3", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] 2006-3 Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shall, On or prior to the Closing Datedate hereof, the Borrower shall cause to be established and maintained shall thereafter maintain the Master Collection Account and an Eligible Deposit Account in the name "__________Operating Account, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department each of the Indenture Trustee, which shall be designated as subject to the "control of the Collateral Agent pursuant to an Account Control Agreement. Each Subsidiary of the Borrower shall cause to be established and shall maintain an Operating Account and a Collection Account", each of which shall be subject to the control of the Collateral Agent pursuant to an Account Control Agreement. The All Collections and other proceeds of Collateral shall be deposited directly into each Collection Account and Collections and such proceeds shall not be deposited into any other accounts, except as permitted herein. All Collections deposited into each Collection Account shall be under swept into the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Master Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issueron a daily basis. All monies deposited from time to time in the Collection Account Collections and proceeds of Collateral shall be held by the Indenture Trustee as secured party in trust for the benefit of the Noteholders and, after payment in full Collateral Agent on behalf of the NotesSecured Parties until deposited into the Master Collection Account for application pursuant to Section 2.12. (b) Borrower will, as agent and will cause each Subsidiary to, instruct and cause Payment Processor and each of their customers to deposit all Collections directly into the applicable Collection Account. Borrower and each Subsidiary acknowledges and agrees that the funds on deposit in each Collection Account and in the Master Collection Account are collateral security for the Obligations secured thereby. Without the prior written consent of the Issuer Administrative Agent, Borrower and as part each Subsidiary shall not change such instructions or otherwise permit such instructions to be changed. Borrower and each Subsidiary shall not establish or maintain any other Deposit Accounts or Securities Accounts other than the applicable Deposit Accounts listed on Appendix E, without the consent of the Trust PropertyAdministrative Agent. All deposits Borrower and each Subsidiary acknowledge and agree that upon the occurrence and during the continuance of an Event of Default funds in the Master Collection Account may be applied as provided in Section 2.12(c). (c) Other than as expressly provided herein, no Credit Party may withdraw any funds, or permit any funds to and withdrawals be withdrawn, from the Master Collection Account, any Collection Account, Recycle Reserve Account, or Wind-Down Reserve Account without the prior written consent of the Administrative Agent. Any deposit made into the Recycle Reserve Account hereunder shall be made only upon irrevocable, and the terms amount of such deposit and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant any money, instruments, investment property or other property on deposit in, carried in or credited to the first sentence of Section 4.2, Recycle Reserve Account hereunder and all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments interest thereon shall be held in trust by the Collateral Agent and applied solely as provided herein. (d) So long as no Default or Event of Default then exists, promptly upon Borrower’s written request to maturity. All interest and other income (net of losses and investment expenses) on Collateral Agent, Collateral Agent shall direct the Account Bank to release the funds on deposit in the Collection Recycle Reserve Account shall to Borrower to be withdrawn used to purchase additional Eligible Assets from the Collection Account at the written direction of the Servicer and shall be paid an Underlying Business Seller pursuant to the Servicer. The Indenture Trustee an Underlying Business Acquisition Agreement, provided such purchase shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trusteecreate a Borrowing Base Deficiency. (be) The Servicer shallSo long as (i) no Event of Default then exists and (ii) the Portfolio Debt to Free Cash Flow Ratio is less than 5.00:1.00 for the immediately preceding three consecutive calendar months, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount Wind- Down Required Reserve Amount shall be designated as equal to $0, and promptly upon Borrower’s written request to Collateral Agent, Collateral Agent shall direct the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior Bank to release the Closing Date, cause an Eligible Deposit funds on deposit in the Wind-Down Reserve Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawBorrower.

Accounts. (a) The Servicer shallTrustee shall establish and maintain separately with respect to each Trust the Collection Account, prior to the Closing DateFunding Account, cause to be established if any, and maintained an Eligible Deposit the Certificate Account in the name "__________of the Trustee for the benefit of the Certificateholders. The Collection Account, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate Funding Account and the Certificate Account shall be segregated trust accounts established with the trust department of the Indenture Trustee. The Servicer shall establish the Lock-Box Account pursuant to the Servicing Agreement. The Lock-Box Account shall be a non-interest bearing account established with a Lock-Box Account Depository, which shall at all times be designated as an Eligible Institution, by the "Servicer for the sole benefit of the Trust and other holders of retail installment sales contracts originated by Aegis Finance or its Affiliates. All of the foregoing Accounts shall be Eligible Accounts. (b) Amounts held in the Collection Account". The Collection , the Certificate Account and the Funding Account shall be under invested by the sole dominion and control Trustee, upon the written direction of the Indenture Trustee; providedSeller, that in Eligible Investments. Any such investment in the Servicer may make deposits to and direct Certificate Account or the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Funding Account shall be established and maintained at an institution which agrees mature no later than (i) one Business Day before the Distribution Date (or Funding Date with respect to the Funding Account), next succeeding the date of investment or, (ii) in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 case of the UCC) originated by the Indenture Trustee without further consent of the Issuermoney market fund investments, on such Distribution Date. All monies deposited from time to time Any such investment in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than two Business Days before such Distribution Date. Any written investment direction by the Business Day immediately prior Seller shall certify that any such investment is authorized by this Section 5.01. The Trustee shall have no authority to sell or otherwise dispose of Eligible Investments attributable to funds held in the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in Certificate Account, the Collection Account or the Funding Account prior to their respective maturity dates. Interest and earnings on investments of funds in any Account shall be withdrawn from credited to and all losses borne by the Collection Account with respect to which they were derived. All accounts with the Trustee must be trust accounts subject to regulations substantially similar to 12 C.F.R. 9.10(b). The Trustee shall not have any responsibility or liability for any investment of moneys at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's Seller or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposesany loss resulting therefrom. (c) The Servicer shallhas appointed each of Wells Fargo Bank, prior to the Closing DateN.A., cause and Commerce Bank, as an Eligible Deposit initial Lock-Box Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be Depository under the sole dominion and control of the Owner TrusteeServic▇▇▇ Agreement. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part funds of the Trust Property held by a Lock-Box Account Depository are and shall be applied as provided in remain the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department property of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawTrust.

Accounts. (a) The Servicer shall, prior 6.1 Each Beneficiary may place to the Closing Date, cause credit of a suspense account any monies received by it under or in connection with this Guarantee in order to be established and maintained an Eligible Deposit Account preserve its rights to prove for the full amount of all its claims against the relevant Guaranteed Company or any other person in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department respect of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion relevant Guaranteed Obligations. 6.2 Each Beneficiary may at any time and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time apply all or any monies held in any suspense account in or towards satisfaction of any of the monies, obligations and liabilities that are the subject of this Guarantee as such Beneficiary, in its absolute discretion, may conclusively determine. 6.3 If this Guarantee ceases for any reason whatsoever to be continuing, each Beneficiary may open a new account or accounts in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit name of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. relevant Guaranteed Company. 6.4 If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank a Beneficiary does not open a new account or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made accounts in accordance with directions Clause 6.3, it shall nevertheless be treated as if it had done so at the time that this Guarantee ceased to be continuing whether by termination, calling in or otherwise, in relation to the relevant Guaranteed Company. 6.5 As from the Servicertime of opening or deemed opening of a new account or accounts, all payments made to a Beneficiary by or on behalf of the relevant Guaranteed Company shall be credited or be treated as having been credited to the new account or accounts and shall not operate to reduce the amount for which this Guarantee is available at that time, nor shall the liability of the Guarantor under this Guarantee in any manner be reduced or affected by any subsequent ​ ​ transactions, receipts or payments. In ​ ​ 7.1 Any release, discharge or settlement between the event Guarantor and a Beneficiary in relation to this Guarantee shall be conditional on no right, security, disposition or payment to that Beneficiary by the Collection Account is no longer Guarantor, the relevant Guaranteed Company or any other person in respect of the relevant Guaranteed Obligations being avoided, set aside or ordered to be maintained at the corporate trust department refunded under any enactment or law relating to breach of the Indenture Trusteeduty by any person, the Servicer shallbankruptcy, with the Indenture Trustee's liquidation, administration, protection from creditors generally or Issuer's assistance as necessaryinsolvency or for any other reason. 7.2 If any right, cause an Eligible Deposit Account security, disposition or payment referred to in Clause 7.1 is avoided, set aside or ordered to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which refunded, each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount Beneficiary shall be designated entitled subsequently to enforce this Guarantee against the Guarantor as the "Principal Distribution Account". The Principal Distribution Account is established if such release, discharge or settlement had not occurred and maintained solely for administrative purposesany such right, security, disposition or payment had not been given or made. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shallGrantor shall keep accurate and complete records of its Accounts, prior including all payments and collections thereon, and, if requested by Lender, shall submit to Lender, sales, collection and reconciliation reports in form, substance and on a periodic basis as is required of Borrowers pursuant to the Closing DateLoan Agreement. (b) If an Account of Grantor includes a charge for any Taxes, cause Lender is authorized, in its discretion, to be established pay the amount thereof to the proper taxing authority for the account of Grantor and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trusteeto charge Borrowers therefor; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee Lender shall not be liable for investment losses in Permitted Investments made in accordance any Taxes that may be due from Grantor or with directions from the Servicer. In the event that the Collection Account is no longer respect to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposesany Collateral. (c) The Servicer shallWhether or not a Default or Event of Default exists, prior to Lender, at its sole cost and expense unless an Event of Default exists, shall have the Closing Date, cause an Eligible Deposit Account to be established and maintainedright at any time, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account"of Lender, initially at any designee of Lender or Grantor, to verify the corporate trust department validity, amount or any other matter relating to any Accounts of the Owner TrusteeGrantor by mail, which telephone or otherwise. Grantor shall be designated as the "Certificate Distribution Account"reasonably cooperate with Lender in an effort to facilitate and promptly conclude any such verification process. (d) Grantor shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonably acceptable to Lender. The Certificate Distribution Grantor shall obtain an agreement (in form and substance reasonably satisfactory to Lender and Grantor) from each lockbox servicer and Dominion Account shall be under the sole dominion bank, establishing Lender’s control over and control of the Owner Trustee. All monies deposited from time to time Lien in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part lockbox or Dominion Account, requiring immediate deposit of the Trust Property and shall be applied as provided all remittances received in the Basic Documentslockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges. In the event that the Certificate Distribution If a Dominion Account is no longer to be not maintained at the corporate trust department with Bank of the Owner TrusteeAmerica, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency Lender may consent) and give written notice require immediate transfer of the location and account number of all funds in such account to a Dominion Account maintained with Bank of America. Lender assumes no responsibility to Grantor for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank. (e) Grantor shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If Grantor receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Lender and promptly (not later than the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as next Business Day) deposit the governing lawsame into a Dominion Account.

Accounts. (a) The Servicer shallBorrower represents, prior warrants and covenants that there are and shall be no deposit, securities or similar accounts (other than the Accounts) maintained by Borrower or any other Person with respect to the Closing Date, Project. Borrower shall promptly deposit or cause to be established and maintained an Eligible Deposit Account in deposited all Operating Revenues into the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders Collections Accounts within two (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (102) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trusteereceipt. (b) Borrower agrees that, until the Obligations are indefeasibly satisfied in full, neither Borrower nor any other Person shall (i) close the Collections Accounts, (ii) open any accounts for the operations of the Project except for the Accounts and any other accounts approved by Lender in its sole discretion or (iii) rescind, withdraw or change the directions sent pursuant to Section 8.19(a) without Lender’s prior written consent. The Servicer shallforegoing shall not prohibit Borrower from opening, maintaining and utilizing one or more separate accounts for the disbursement or retention of funds that have been transferred to Borrower to the extent permitted under this Agreement and the other Loan Documents and provided that, prior to the Closing Dateuse of such separate accounts, establish Borrower pledges and maintain an administrative subaccount within grants to Lender a security interest in all such funds and accounts as additional security for the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount Loan and enters into a control agreement(s) evidencing and/or securing such pledge as Lender shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposesrequire. (c) The Servicer shallBorrower hereby pledges and grants to Lender a security interest in the Collections Accounts, prior the other Accounts and in all such funds and accounts as additional security for the Obligations and shall enter into such control agreement(s) evidencing and/or securing such pledge as Lender shall require. (d) Borrower acknowledges that if Depositary Bank sets off and/or charges the Collections Accounts for any fees or expenses, within fifteen (15) days of such set off or charge, Borrower shall deposit, or shall cause to be deposited, into the Collections Accounts an amount equal to such set off or charge. (e) During a Cash Sweep Period or Event of Default, Borrower shall provide to Lender electronic access to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawAccounts.

Accounts. (a) The Servicer shallOn or before the first Borrowing Date, prior the Indenture Trustee shall establish, for the benefit of the Lenders to the Closing Dateextent of its interests therein as provided herein, cause to be established the Disbursement Account, the Collection Account, the Reserve Account and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture TrusteeResidual Payments Account, which accounts shall be designated as segregated accounts maintained at a Qualified Institution selected by the "Collection Account"Issuer and approved by the Administrative Agent and each Funding Agent. The Collection Each such Account shall be under subject to the sole dominion and control (as defined in Section 8-106 of the UCC) of the Indenture Trustee; providedTrustee and neither the Issuer nor any Affiliate of the Issuer shall have any withdrawal rights therefrom, that except as expressly permitted under this Agreement and the Servicer may make deposits Residual Payments Account Control Agreement with respect to the Residual Payments Account. The Eligible Investments and direct funds in each such Account shall be deemed “financial assets” as defined in Section 8-102 of the UCC. In furtherance of the foregoing, the Issuer and the Indenture Trustee in writing agree to make withdrawals from enter into the Collection Account Control Agreement with respect to each such Account as of the date hereof. Subject to the further provisions of this Section 3.01, the Indenture Trustee shall, upon receipt, deposit into such Accounts all amounts received by it which are required to be deposited therein in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuerprovisions hereof. All monies deposited such amounts and all investments made with such amounts, including all income and other gains from time to time in the Collection Account such investments, shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and such Accounts as part of the Trust Property. All deposits Collateral as herein provided, subject to withdrawal by the Indenture Trustee in accordance with, and withdrawals from for the Collection Account shall be made only upon purposes specified in the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant provisions of, this Agreement and, with respect to the first sentence of Section 4.2Residual Payments Account, all amounts held in subject to withdrawal by CFS or the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made Issuer in accordance with directions from the Servicer. In the event that the Collection Residual Payments Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture TrusteeControl Agreement. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shall, prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or eight segregated trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, accounts which shall be designated as the "Certificate Distribution “Custodial Account",” the “Collection Account,” the “Payment Account,” the “Uninvested Proceeds Account,” the “Closing Date Expense Account”, the “Expense Reserve Account,” the “Hedge Termination Receipts Account” and the “Future Funding Asset Account,” respectively, identified as held in trust for the benefit of the Secured Parties. The Certificate Distribution Each Account shall be under a securities account (as defined in the sole dominion and control UCC) established with the Securities Intermediary in the name of the Owner TrusteeTrustee and shall be an account to which financial assets may be credited and as to which financial assets the Securities Intermediary undertakes to treat the Trustee as entitled to exercise the rights that comprise such financial assets. All monies deposited property (including without limitation cash, instruments and securities) shall be treated as financial assets. On the Closing Date, the Issuer will deposit into the Closing Date Expense Account from the gross proceeds of the offering of the Notes an initial amount which shall be sufficient to pay any outstanding initial fees and expenses of the Issuer with respect to the Offering which are not paid on the Closing Date. During the Ramp-Up Period, amounts held in the Closing Date Expense Account from time to time may be invested pursuant to written instructions from the Issuer in Eligible Investments, and any investment earnings therefrom shall be credited to (any losses therefrom shall be debited to) the Closing Date Expense Account. After the Effective Date, the Trustee will be required to deposit all funds remaining in the Certificate Distribution Closing Date Expense Account into the Collection Account to be treated as Principal Proceeds. The Collection Account shall be a securities account (and may be a sub-account of the Custodial Account and may be maintained on a ledger-entry basis), to which money credited to the Collection Account (and Eligible Investments in which such money may be invested from time to time, which Eligible Investments shall be acquired and held pursuant to the terms of Section 6.16 hereof) shall be credited. The Issuer, or the Collateral Manager on its behalf, may direct that all amounts due to the Issuer in respect of any Collateral Interests serviced by the CDO Servicer be deposited directly into the Collection Account, in which case if the CDO Servicer is entitled to any of such funds pursuant to the terms of the CDO Servicing Agreement (i.e. to pay its fees and expenses) then, upon written request of the CDO Servicer, the Trustee shall withdraw such funds from the Collection Account and remit them to the CDO Servicer. All Collateral Interests shall be credited to the Custodial Account. All Distributions and any net proceeds from the sale or disposition of a Collateral Interest received by the Trustee shall be immediately deposited into the Collection Account. Subject to Section 10.2(d), all such property, together with any securities in which funds included in such property are or will be invested or reinvested during the term of this Agreement Indenture, and the Indenture any income or other gain realized from such investments, and any Interest Advances shall be held by the Owner Trustee in the Payment Account as part of the Collateral subject to disbursement and withdrawal as provided in this Section 10.2. By Issuer Order (which may be in the form of standing instructions), the Issuer shall at all times direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, invest all funds received into the Collection Account during a Due Period, and amounts received in prior Due Periods and retained in the Collection Account, as so directed in Eligible Investments having Stated Maturities no later than the Business Day immediately preceding the next Payment Date. The Trustee, within one Business Day after receipt of any Distribution or other proceeds which is not Cash, shall so notify the Issuer and the Issuer shall, within five (5) Business Days after receipt of such notice from the Trustee, sell such Distribution or other proceeds for Cash in an arm’s length transaction to a Person which is not an Affiliate of the Issuer or the Collateral Manager and deposit the proceeds thereof in the Collection Account for investment pursuant to this Section 10.2; provided, however, that the Issuer need not sell such Distributions or other proceeds if it delivers an Officer’s certificate to the Trustee certifying that such Distributions or other proceeds constitute Collateral Interests or Eligible Investments. In addition, the Issuer (or the Collateral Manager on the Issuer’s behalf) may, but under no circumstances shall be required to, credit such monies to the Collection Account as it deems, in its sole discretion, to be advisable in the event that, but for such action, an Event of Default would occur. Except as provided in Sections 9.2 and 11.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Notes in accordance with their terms and the provisions of this Indenture, amounts due to the Advancing Agent or the Trustee, as applicable, in connection with the reimbursement of Interest Advances and interest thereon, the Administrative Expenses and other amounts specified therein, all in accordance with the Priority of Payments. All monies, instruments, investment property or other property credited to the Collection Account and the Payment Account pursuant to this Indenture, and all Collateral Interests and other property credited to the Custodial Account, shall be held by the Trustee as part of the Trust Property Collateral and shall be applied as provided in the Basic Documents. In manner set forth herein. (b) Upon Issuer Order and subject to the event that requirements of Sections 11.1(a) and (b) and 12.2 hereof, during the Certificate Distribution Account is no longer to be maintained at the corporate trust department Reinvestment Period only, all or a portion of the Owner Principal Proceeds (including Sale Proceeds) available in the Collection Account shall be released from the Collection Account and applied by the Trustee in accordance with such Issuer Order in payment for Additional Collateral Interests purchased in accordance with Section 12.2 hereof and for costs and expenses related to such purchases. (c) If prior to the occurrence of an Event of Default, the Issuer shall not have given any investment directions pursuant to Section 10.2(a), the Trustee shall seek instructions from the Issuer within three (3) Business Days after transfer of such funds to the Collection Account. If the Trustee does not thereupon receive written instructions from the Issuer within five (5) Business Days after transfer of such funds to the Collection Account, it shall invest and reinvest the funds held in the Collection Account, as fully as practicable, but only in Eligible Investments described in item (ii) of the definition of Eligible Investments maturing no later than the Business Day immediately preceding the next Payment Date. If after the occurrence of an Event of Default, the Issuer shall not have given investment directions to the Trustee pursuant to Section 10.2(a) for three (3) consecutive days, the Trustee shall invest and reinvest such Monies as fully as practicable in Eligible Investments described in item (ii) of the definition of Eligible Investments maturing not later than the Business Day immediately preceding the next Payment Date. All interest and other income from such investments shall be deposited in the Collection Account, any gain realized from such investments shall be credited to the Collection Account, and any loss resulting from such investments shall be charged to the Collection Account. The Trustee shall not in any way be held liable by reason of any insufficiency of such Collection Account resulting from any loss relating to any such investment. (d) The Note Valuation Report shall constitute direction to the Trustee to transfer to the Payment Account, for application pursuant to Sections 11.1(a) and (b) hereof no later than the Business Day prior to each Payment Date, all Interest Advances made to or by the Trustee pursuant to Section 10.3 and any amounts then held in the Collection Account other than proceeds received after the end of the Due Period with respect to such Payment Date. Notwithstanding the foregoing and subject to Sections 11.1(a) and 11.1(b), prior to making any transfer pursuant to this Section 10.2(e), the Trustee may withdraw funds on deposit in the Collection Account, on any Payment Date to reimburse the Advancing Agent or the Trustee, as applicable for unreimbursed Interest Advances and interest accrued and payable thereon pursuant to Section 10.3. (e) The Trustee will deposit all Uninvested Proceeds (other than the Servicer shall cause an organizational and structuring fees and expenses of the Co-Issuers (including, without limitation, legal fees and expenses of counsel) and the expenses of offering the Notes on such date) into the Uninvested Proceeds Account. On or prior to the Effective Date, the Collateral Manager on behalf of the Issuer may direct the Trustee to, and upon such direction the Trustee will, apply funds in the Uninvested Proceeds Account to purchase Additional Collateral Interests, and prior to the application of any such amounts to the purchase of Additional Collateral Interests such funds will be invested in Eligible Deposit Investments, as directed by the Collateral Manager. The Trustee will transfer any amount remaining on deposit in the Uninvested Proceeds Account on the Effective Date to the Collection Account to be established treated as Principal Proceeds, at the Certificate Distribution direction of the Collateral Manager, on the first Payment Date following the Effective Date and distributed in accordance with the Priority of Payments. (f) The Trustee will deposit into the Expense Reserve Account, on the Closing Date, an amount equal to U.S.$25,000, and on each Payment Date will deposit additional amounts in accordance with the Priority of Payments. The Trustee may, from time to time and at any time, withdraw amounts from the Expense Reserve Account within ten to pay accrued and unpaid Administrative Expenses of the Co-Issuers as directed by the Collateral Manager. All amounts remaining on deposit in the Expense Reserve Account at the time when substantially all of the Issuer’s assets have been sold or otherwise disposed of will be deposited by the Trustee into the Collection Account for distribution as Interest Proceeds in accordance with the Priority of Payments on the immediately succeeding Payment Date. (10g) Business Days (or such longer period not With respect to exceed thirty (30) calendar days as any Future Funding Asset with respect to which each Rating Agency may consent) and give written notice the Seller of such Future Funding Asset retains the obligation to make any future funding advance or future payment, the Seller of such Future Funding Asset will be required to deposit into the Future Funding Asset Account the amount of funds equal to the combined aggregate principal amounts of the location future funding obligation under such Future Funding Asset less the amount of any amount that has been previously funded. As directed by the applicable Seller in writing and account number of such account to in accordance with this Indenture, amounts on deposit in the Owner Trustee. The Certificate Distribution Future Funding Asset Account will be established invested in overnight funds that are Eligible Investments. On the Business Day immediately preceding each Payment Date, the income received on amounts contained in the Future Funding Asset Account during the related Due Period will be withdrawn from such account and maintained pursuant paid to the applicable Seller (and the applicable Seller shall be required to deposit into the Future Funding Asset Account the amount of any losses incurred from such investment). Any funds in the Future Funding Asset Account will be available solely to (i) secure the related Seller’s agreement to indemnify the Issuer for any losses incurred by the Issuer as a result of such Seller failing to make any required future advance in respect of a Future Funding Asset, (ii) at the direction of the Collateral Manager (but subject to a Servicer Override), fund any future funding requirements and (iii) cover any future advance obligations on the related Future Funding Assets to the extent of the related Seller’s failure to make such required future advance; provided, however, that the excess of (a) the amounts on deposit in the Future Funding Asset Account over (b) the combined aggregate principal amounts of the unfunded commitments under any Future Funding Assets included in the Collateral shall be paid to the related Seller by the Trustee upon the direction of the Collateral Manager (but subject to a Servicer Override). Upon (i) the sale or maturity of a Future Funding Asset, (ii) the funding of the Future Funding Asset by the applicable Seller or (iii) the occurrence of an account agreement event of default with respect to a Future Funding Asset or any other event or circumstance which, in each case, results in the irrevocable reduction of the unfunded commitments under such Future Funding Asset, any funds in the Future Funding Asset Account in excess of the amount needed to cover any future funding obligations on all remaining future Funding Assets shall be paid, at the direction of the Collateral Manager (but subject to a Servicer Override), to the related Seller. Notwithstanding anything herein to the contrary, the Trustee shall, at the direction of the Collateral Manager (but subject to a Servicer Override), fund the future funding obligations of a Future Funding Asset from amounts on deposit in the Future Funding Asset Account provided that the amounts remaining in the Future Funding Asset Account after giving effect to such funding is at least equal to the combined aggregate principal amounts of the unfunded commitments under any Future Funding Assets. With respect to any Future Funding Asset with respect to which specifies New York law as the governing lawIssuer has assumed the obligation to make any future funding advance or future payment, the Trustee acting at the direction of the Collateral Manager shall deposit Principal Proceeds or Uninvested Proceeds into the Future Funding Asset Account the amount of funds equal to the combined aggregate principal amounts of the future funding obligation under such Future Funding Asset less the amount of any amount that has been previously funded.

Accounts. (a) The Servicer shallTrustee may, prior from time to time, create such accounts and reserves within the Closing DateNAS Monitoring Trust estate as he or she deems necessary, cause prudent or useful in order to be established provide for the payment of expenses and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion making NAS Monitoring Grants to Grant Recipients and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account Grantees in accordance with this Trust Agreement and the terms NAS Monitoring TDP, and may, with respect to any such account or reserve, restrict the use of monies therein, and the Basic Documentsearnings or accretions thereto (the “Trust Subaccounts”). The Collection Account will be Any such Trust Subaccounts established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by as NAS Monitoring Trust Assets and are not intended to be subject to separate entity tax treatment as a “disputed claims reserve” within the Indenture Trustee as secured party for the benefit meaning of the Noteholders andInternal Revenue Code and the Treasury Regulations promulgated thereunder, after payment in full a “disputed ownership fund” within the meaning of the NotesTreasury Regulations promulgated under the Internal Revenue Code, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trusteeotherwise. (b) The Servicer shallTrustee shall establish, prior for bookkeeping purposes, a separate Trust Subaccount for each NAS Monitoring Grant Awarded, and the Abatement Distribution to the Closing Date, establish and maintain a Grant Recipient or Grantee for funding of an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount NAS Abatement Program shall be designated as paid from such Trust Subaccount established by the "Principal Distribution Account"Trustee for such Grant Recipient or Grantee. The Principal Distribution Account No Grant Recipient or Grantee shall have the right to make a claim against the NAS Monitoring Trust or any Trust Subaccount established by the Trust for the Award of a Grant until a specific monetary amount is established and maintained solely Awarded to such Grant Recipient or Grantee for administrative purposesthe funding of an NAS Abatement Program. (c) The Servicer shallTrustee shall include a reasonably detailed description of the creation of any account or reserve in accordance with this Section 3.1 and, prior with respect to any such account, the transfers made to such account, the proceeds of or earnings on the assets held in each such account, and the payments from each such account in the Annual Reports to be provided to the Closing DateOpioid MDT II pursuant to the Plan and Section 2.2 above. (d) With the exception of the NAS Monitoring Trust Operating Reserve, cause an Eligible Deposit Account to be established and maintained, the amounts in which shall not exceed in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department aggregate a value equal to one and one-half percent (1.5%) of the Owner TrusteeNet Trust Assets, which the Net Trust Assets of the NAS Monitoring Trust shall be designated reserved for the payment of amounts which the NAS Monitoring Trust Awards as Grants to fund NAS Abatement Programs. In no event shall any of the "Net Trust Assets of the NAS Monitoring Trust be utilized or expended for payments on account of any NAS Monitoring Claims. (e) As authorized by sections 3804 and 3806 of the Act, the Certificate Distribution Account"of Trust shall declare that any Fund established by this Trust Agreement shall constitute a separate and distinct Series of the NAS Monitoring Trust, such that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Fund shall be enforceable against the assets of such Fund only, and not against the assets of the NAS Monitoring Trust generally or any other Fund established by the NAS Monitoring Trust. To effectuate such enhanced liability limitation, the Trustee shall: (a) maintain separate and distinct records for each Fund; (b) hold and account for the assets of each Fund by separate and distinct accounts and records which are held and maintained separately from the other assets of the NAS Monitoring Trust and any other Fund thereof; and (c) set forth in the filed Certificate of Trust the terms and provisions of this paragraph so as to give legal notice of this enhanced liability limitation to all non-parties to this Agreement. The Certificate Distribution Account terms “Fund,” “Trust Subaccount,” and “Series,” as used in this Agreement, shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawsynonymous.

Accounts. (a) The Servicer shall, prior Each Grantor shall cause: (i) each Blocked Account Bank to execute and deliver a Blocked Account Agreement in respect of each Blocked Account by the Closing Date; (ii) each Lockbox Account Bank to execute and deliver a Lockbox Account Agreement in respect of each Lockbox Account by the Closing Date; (iii) each Government Lockbox Account Bank to execute and deliver an Government Lockbox Account Agreement in respect of each Government Lockbox Account by the Closing Date; and (iv) each Concentration Account Bank to execute and deliver a Concentration Account Agreement in respect of the Concentration Account by the Closing Date. (i) On each Business Day, each Grantor will transfer, directly or indirectly substantially all of the funds credited to each of its depositary accounts in same day funds, to a Blocked Account (including during a Cash Sweep Period) in accordance with its customary business practice. (ii) Funds from PCS and its Subsidiaries shall, at all times, be deposited in a segregated Blocked Account(s). (c) Each Grantor shall cause all payments in the Government Lockbox Account to be established deposited into the Lockbox Account as promptly as possible and maintained an Eligible Deposit Account in any event no later than the Business Day on which such payments become available in the name "__________Government Lockbox Account (including during a Cash Sweep Period). (d) Each Cash Management Account is, as Indenture Trusteeand shall remain, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that Senior Collateral Agent. Each Grantor acknowledges and agrees that: (i) during a Cash Sweep Period such Grantor has no right of withdrawal from any Cash Management Account except that: (A) the Servicer may make deposits relevant Grantors shall be permitted to and direct instruct any Blocked Account Bank to transfer all amounts deposited in or credited to any Blocked Account to the Indenture Trustee in writing to make withdrawals from the Collection Concentration Account in accordance with the terms of applicable Blocked Account Agreement, and (B) the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account relevant Grantor shall be established and maintained at an institution which agrees permitted to instruct the Concentration Account Bank to transfer all amounts deposited in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant or credited to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Concentration Account in specified Permitted Investments that mature not later than accordance with the Business Day immediately prior to Concentration Account Agreement; (ii) the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account Cash Management Accounts shall continue to be withdrawn from the Collection Account at the written direction collateral security for all of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture TrusteeSenior Obligations. (be) The Servicer shall, prior Prior to the Closing Datedelivery of a Cash Sweep Notice, establish the Grantor is free to withdraw funds on deposit in or credited to the Blocked Accounts and maintain an administrative subaccount within the Collection Concentration Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated in such amounts and with such frequency as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited Grantor may from time to time in determine, without notice to or consent from the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawSenior Collateral Agent.

Accounts. (a) The Servicer shall, prior On or before the Closing Date the Seller shall establish in its name a segregated account with a commercial bank satisfactory to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as Managing Facility Agent (the "Collection Account"). The Collection Account shall be under Upon the sole dominion occurrence and control during the continuance of the Indenture Trustee; provideda Remittance Event, that and unless the Servicer may make deposits to and direct has provided a Servicer Letter of Credit in accordance with subsection 2.15(a), the Indenture Trustee in writing to make withdrawals from Seller or the Servicer shall within two Business Days after its receipt, (i) 57 deposit all Collections received by it directly into the Collection Account in accordance with and (ii) transfer or cause to be transferred to the terms of Concentration Account any Collections so deposited. Any amounts received by the Basic Documents. The Collection Account will Seller and not related to the Purchased Receivables or the related Contracts or Financed Aircraft shall not be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, deposited into the Collection Account shall be established and maintained Account. Any amounts at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from any time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from transferred only to the Concentration Account and to no other deposit or other account (including, but not limited to, any account or sub-account maintained pursuant to Raytheon's cash management system). The Seller hereby grants to the Managing Facility Agent for the ratable benefit of the Purchasers a security interest in the Collection Account at and all amounts from time to time on deposit therein to secure the written direction of the Servicer and shall be paid to the ServicerObligations. The Indenture Trustee Seller shall not be liable for investment losses have no right to withdraw any amounts on deposit in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture TrusteeAccount. (b) The Servicer shall, prior to On or before the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount Date there shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established with and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name of the Managing Facility Agent a segregated account (the "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Concentration Account", initially at the corporate trust department of the Owner Trustee, ) which shall be designated maintained as a cash collateral account subject to the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole exclusive dominion and control of the Owner TrusteeManaging Facility Agent for the ratable benefit of the Purchasers. All monies deposited The Seller hereby grants to the Managing Facility Agent for the ratable benefit of the Purchasers a security interest in any of its right, title and interest in the Concentration Account and all amounts from time to time on deposit therein and all income from the investment of such amounts to secure, in each case, the Obligations. Funds on deposit from time to time in the Certificate Distribution Concentration Account shall bear interest at the then prevailing rate paid by the Managing Facility Agent for deposit accounts with similar amounts on deposit from time to time. If at any time funds on deposit in the Concentration Account are greater than $100,000, the Managing Facility Agent may, but shall not be required to, unless it receives a request from the Seller or Raytheon, invest such funds in Cash Equivalents with maturities not later than the next succeeding Settlement Date, to the extent such requested Cash Equivalents are available for investment. Any investment request by the Seller or Raytheon shall be given to the Managing Facility Agent one Business Day prior to the day the investment is to be made (which shall be a Business Day in New York, New York and San Francisco, California) and shall specify the particular Cash Equivalents and maturities thereof. Any interest or investment earnings on amounts in the Concentration Account on related investments shall be retained in the Concentration Account to be withdrawn in accordance with this subsection 2.14(b). The Managing Facility Agent shall have the right to withdraw amounts from the Concentration Account to make the payments required to be made hereunder from Collections. Neither the Managing Facility Agent nor any Purchaser shall have any responsibility for any such investment and the Managing Facility Agent shall be permitted to liquidate any such investment, without liability for any loss occurring by reason of such liquidation, to the extent necessary to make payments and distributions under this Agreement. The Seller shall have no right to withdraw amounts on deposit from time to time in the Concentration Account. (i) On or before the Closing Date there shall be established with and in the name of the Managing Facility Agent a segregated trust account comprised of two segregated sub-accounts, the Seller cash collateral sub-account (the "Seller Cash Collateral Sub-Account") and the RAC cash collateral sub-account (the "RAC Cash Collateral Sub-Account", the Seller Cash Collateral Sub-Account and the RAC Cash Collateral Sub-Account being referred to collectively as the "Cash Collateral Account") which shall be maintained as a cash collateral account subject to the exclusive dominion and control of the Managing Facility Agent for the ratable benefit of the Purchasers. The Seller hereby grants to the Managing Facility Agent for the ratable benefit of the Purchasers a first priority security interest in the Cash Collateral Account and all amounts on deposit from time to time therein and all income from the investment of such amounts to secure, in each case, the Obligations. Funds on deposit from time to time in the Seller Cash Collateral Sub-Account shall bear interest at the then prevailing rate paid by the Managing Facility Agent for deposit accounts with similar amounts on deposit from time to time. If at any time funds on deposit in the Seller Cash Collateral Sub-Account are greater than $100,000, the Managing Facility Agent may, but shall not be required to, unless it receives a request from the Seller, invest funds on deposit in the Seller Cash Collateral Sub- Account in Cash Equivalents with maturities not later than the next succeeding Settlement Date (or such other maturities as the Seller shall request and the Managing Facility Agent shall approve), to the extent such requested Cash Equivalents are available for investment. Any investment request by the Seller shall be given to the Managing Facility Agent one Business Day prior to the day the investment is to be made (which shall be a Business Day in New York, New York and San Francisco, California) and shall specify the particular Cash Equivalents and maturities thereof. Any interest or investment earnings on amounts in the Seller Cash Collateral Sub-Account or related investments shall be retained in the Seller Cash Collateral Sub-Account to be withdrawn in accordance with paragraphs (ii), (iii) and (iv) of this subsection 2.14(c). Neither the Managing Facility Agent nor any Purchaser shall have any responsibility for any such investment and the Managing Facility Agent shall be permitted to liquidate any such investment, without liability for any loss occurring by reason of such liquidation, to the extent necessary to make payments and distributions under this Agreement. The Seller shall have no right to withdraw amounts on deposit from time to time in the Cash Collateral Account. (ii) If on any Settlement Date on which the Seller is required to repurchase Defaulted Receivables pursuant to subsection 2.10 and fails for any reason to repurchase such Defaulted Receivables or substitute for such Defaulted Receivables pursuant to subsection 2.13, whether or not RAC fails to repurchase such Defaulted Receivables under the Repurchase Agreement, the Managing Facility Agent may withdraw from amounts on deposit in the Seller Cash Collateral Sub- Account on account of such Defaulted Receivable an amount equal to the lesser of (A) the Repurchase Price for such Defaulted Receivable plus any accrued and unpaid interest thereon required to be paid by subsection 2.10 and (B) the amount then on deposit in the Seller Cash Collateral Sub-Account. It is specifically understood and agreed that amounts on deposit in the Seller Cash Collateral Sub-Account, whether on account of 25% Repurchase Receivables, 75% Repurchase Receivables or 90% Repurchase Receivables, may be withdrawn as aforesaid on account of any Defaulted Receivable, regardless of the Repurchase Percentage associated therewith or whether the RAC Repurchase Obligation shall be outstanding. Any amounts so withdrawn shall be deposited into the Concentration Account and allocated and distributed pursuant to subsections 2.15 and 2.16, respectively. The Seller agrees with the Managing Facility Agent and the Purchasers to deposit into the Seller Cash Collateral Sub-Account, without any requirement for notice or demand therefor, the lesser of the amount withdrawn therefrom or the sum of the Repurchase Obligation then in effect on the date such withdrawal is made, plus interest thereon at a rate per annum equal to the Default Rate for the period from such date of withdrawal to such date of deposit. Deposit of amounts into the Seller Cash Collateral Sub-Account pursuant to the preceding sentence shall, to the extent of such deposit, satisfy the Seller's obligation to repurchase such Defaulted Receivable pursuant to subsection 2.10. (iii) If the Seller or the Servicer (if then Raytheon Credit or any Affiliate thereof) shall fail to make any deposit, payment or transfer of funds required to be made by the Seller or the Servicer under this Agreement or any other document executed and delivered in connection herewith, including, without limitation, any payment, deposit or transfer of funds or payment of any indemnity required to be made pursuant to subsection 2.7(b), 2.10, 2.10A, 2.11, 2.12, 2.18 or 9.1 (each such payment, deposit or transfer, a "Reimbursable Obligation"), then the Managing Facility Agent with the consent of the Majority Purchasers may, in addition to any similar rights in favor of the Managing Facility Agent under the Repurchase Agreement, withdraw from the Seller Cash Collateral Sub-Account on the date such Reimbursable Obligation is due hereunder an amount equal to the lesser of (A) such Reimbursable Obligation and (B) the amount then on deposit in the Seller Cash Collateral Sub-Account. The Seller agrees with the Managing Facility Agent and the Indenture Purchasers to deposit in the Seller Cash Collateral Sub-Account, without any requirement for notice or demand therefor, the amount withdrawn on the date such withdrawal is made, plus interest thereon at a rate per annum equal to the Default Rate for the period from such date of withdrawal to such date of deposit. (iv) No amounts on deposit in the Seller Cash Collateral Sub-Account (including interest or investment earnings) shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account released to the Owner Trustee. The Certificate Distribution Account will be established Seller until the Outstanding Purchase Price is reduced to zero and maintained pursuant all other amounts owing to an account agreement which specifies New York law as the governing law.Managing Facility Agent or any Purchaser hereunder are paid in full, provided, that,

Accounts. (a) The Servicer shallIn order to permit the Bank to monitor the Borrower’s financial performance and condition, prior to the Closing DateBorrower, cause to be established and maintained an Eligible Deposit Account in the name "__________all Borrower’s Subsidiaries, as Indenture Trusteeshall maintain Borrower’s, as secured party from USAA Auto Owner Trust 200_-[ ]"and such Subsidiaries, initially at the corporate trust department primary depository, operating, and securities accounts with Bank and a majority of the Indenture Trustee, which Borrower’s and such Subsidiaries cash or securities in excess of that amount used for Borrower’s or such Subsidiaries operations shall be designated as maintained or administered through the "Collection Account". The Collection Account shall be under Bank, with the sole dominion and control exception of the Indenture Trustee; providedan account maintained with Abn Amro, provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account maximum aggregate book value (in accordance with GAAP) of such account does not exceed One Million Dollars ($1,000,000.00) (the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law“Permitted Account”). In addition, Borrower shall, within fifteen (15) days following each month end in which the Collection balance of such Permitted Account shall be established and exceeds One Million Dollars ($1,000,000.00), transfer such excess cash to an account of Borrower maintained at an institution which agrees in writing that for so long as with Bank and/or Bank’s affiliates. (b) With the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 exception of the UCC) originated Permitted Account, Borrower shall identify to Bank, in writing, any bank or securities account opened by Borrower with any institution other than Bank. In addition, with the Indenture Trustee without further consent exception of the IssuerPermitted Account for each such account that the Borrower or Guarantor at any time opens or maintains, Borrower shall, at the Bank’s request and option, pursuant to an agreement in form and substance acceptable to the Bank, cause the depository bank or securities intermediary to agree that such account is the collateral of the Bank pursuant to the terms hereunder. All monies deposited from time The provisions of the previous sentence shall not apply to time in the Collection Account shall be held by the Indenture Trustee as secured party deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust PropertyBorrower’s employees.” 9. All deposits to and withdrawals from the Collection Account The Loan Agreement shall be made only upon amended by deleting Section 6.7 entitled “Financial Covenants” in its entirety, and inserting in lieu thereof the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.following:

Accounts. (a) The Servicer shallOn or before the date of the first Loan, prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially Borrower shall establish at the corporate trust department Custodian (i) a securities account (the “Borrower Collateral Account”) to which all Portfolio Assets held by the Borrower will be credited, (ii) a securities account (the “Borrower Collection Account”) into which all proceeds received in connection with Portfolio Assets held by the Borrower (including any repayments or prepayments of the Indenture Trusteeprincipal and amounts received in connection with any sale, termination or other dispositions thereof) will be deposited, (iii) a securities account, which shall be designated as a subaccount of the "Collection Account", into which all interest proceeds from the Portfolio Assets held by the Borrower and other related Interest Collections will be deposited (the “Borrower Interest Collection Account”), (iv) a securities account, which shall be a subaccount of the Collection Account, into which all principal proceeds received in connection with the Portfolio Assets held by the Borrower (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof up to the outstanding principal amount thereof) and other related Principal Collections will be deposited (the “Borrower Principal Collection Account”), (v) a securities account (the “Borrower Trust Account”) into which all cash received by the Borrower from the issuance of Preference Shares, all Loan proceeds and any amounts transferred from the Borrower Principal Collection Account (with the consent of the Lender) will be deposited, (vi) a securities account (the “Borrower Prepayment Reserve Account”) into which funds received by the Borrower in connection with any sale or disposition of a Portfolio Asset by the Borrower shall be deposited to the extent the Borrower elects to deposit such funds in accordance with Section 2(h)(ii)(A), (vii) a securities account (the “Borrower Delayed Drawdown Reserve Account”) into which funds related to Delayed Drawdown Collateral Obligations held by the Borrower will be deposited pursuant to Section 2(m) and (viii) a securities account (the “OC Ratio Posting Account”) into which funds related to OC Ratio Posting Payments shall be deposited pursuant to Section 6. The Collection Account Borrower Accounts shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account maintained in accordance with the terms Account Control Agreement. (b) On or before the date of becoming a CLO Subsidiary under this Agreement, each CLO Subsidiary shall establish at the Basic Documents. The applicable Custodian (i) a securities account (the “CLO Subsidiary Collateral Account”) to which all Portfolio Assets held by such CLO Subsidiary will be credited, (ii) a securities account (the “CLO Subsidiary Collection Account”) into which all proceeds received in connection with Portfolio Assets held by such CLO Subsidiary (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof) will be deposited, (iii) a securities account, which shall be a subaccount of such CLO Subsidiary Collection Account, into which all interest proceeds from the Portfolio Assets held by such CLO Subsidiary and other related Interest Collections will be deposited (the “CLO Subsidiary Interest Collection Account”), (iv) a securities account, which shall be a subaccount of such CLO Subsidiary Collection Account, into which all principal proceeds received in connection with the Portfolio Assets held by such CLO Subsidiary (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof up to the outstanding principal amount thereof) and other related Principal Collections will be deposited (the “CLO Subsidiary Principal Collection Account”), (v) a securities account (the “CLO Subsidiary Trust Account”) into which all cash received by such CLO Subsidiary from the issuance of any preference shares, all Loan proceeds and any amounts transferred from such CLO Subsidiary Principal Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as (with the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time Lender) will be deposited, (vi) a securities account (the “CLO Subsidiary Prepayment Reserve Account”) into which funds received by such CLO Subsidiary in the Collection Account connection with any sale or disposition of a Portfolio Asset by such CLO Subsidiary shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, deposited to the extent such CLO Subsidiary elects to deposit such funds in accordance with Section 2(h)(ii)(A) and (vii) a securities account (the “CLO Subsidiary Delayed Drawdown Reserve Account”) into which funds related to Delayed Drawdown Collateral Obligations held by such CLO Subsidiary will be deposited pursuant to Section 2(m). The CLO Subsidiary Accounts of each CLO Subsidiary shall be maintained in accordance with the applicable Additional Account Control Agreement. (c) The only permitted by withdrawal from or application of assets credited to the Collateral Accounts shall be to deliver such assets in connection with a sale, termination, repayment or other disposition of such asset against payment or exchange. Any cash payment received in connection with any such disposition shall be deposited into the Collection Accounts or paid to the Administrative Agent on behalf of the Lenders as provided herein, and any non-cash asset received in exchange shall be credited to the applicable lawCollateral Account promptly. (d) The applicable Borrower Party (or the Collateral Manager on behalf of such Borrower Party) shall instruct each obligor under the Portfolio Assets (or, rules with respect to any Agented Asset, the paying agent) to deliver all proceeds in respect of the Borrower Collateral to its respective Collection Account. The Borrower Parties shall (or shall cause the Collateral Manager to), on a daily basis (on each Business Day), identify collections received in each Collection Account on the second prior Business Day in connection with the Portfolio Assets as either Principal Collections or Interest Collections and regulations, be invested, as directed notify in writing to the Custodian of such determination. Each Borrower Party (or the Collateral Manager on behalf of the Borrower Parties) shall cause all Principal Collections received on behalf of the Portfolio Assets in its respective Collection Account to be promptly (but in any event no later than one Business Day following receipt thereof) transferred by the Servicer, Custodian to its respective Principal Collection Account. Each Borrower Party (or the Collateral Manager on behalf of the Borrower Parties) shall cause all Interest Collections received on behalf of the Portfolio Assets in its respective Collection Account to be promptly (but in any event no later than one Business Day following receipt thereof) transferred by the bank Custodian to its respective Interest Collection Account. The only permitted withdrawal from or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net application of losses and investment expenses) on funds on deposit in the Collection Accounts, Principal Collection Accounts or Interest Collection Accounts shall be to make payments expressly provided for in this Agreement or to transfer funds to the applicable Trust Account in connection with a Reinvestment pursuant to Section 5(d). Without limiting the foregoing, (x)(i) if the Dividend Release Ratio Condition is satisfied, on each Payment Date (other than the final Payment Date) or (ii) if the Termination Obligations have been paid in full, on the final Payment Date, the Borrower Parties shall, in each case, in accordance with the priority of payments set forth in Section 2(l), apply amounts in the Interest Collection Accounts (and to the extent such amounts are insufficient, amounts in the Principal Collection Accounts) for the payment of the Subordinated Management Fee to the Collateral Manager; provided, however if such amounts are insufficient no further payment shall be made of the Subordinated Management Fee after the final Payment Date and (y) the Borrower shall apply amounts available in the Borrower Interest Collection Account and the Borrower Principal Collection Account on each Payment Date pursuant to Section 2(l). (e) The only permitted withdrawals from or application of funds on deposit in the Trust Accounts shall be to either (i) make prepayments on outstanding Loans in accordance with Section 2(h) or other payments expressly provided for in this Agreement, (ii) purchase Assets or (iii) deposit funds in the applicable Delayed Drawdown Reserve Account pursuant to Section 2(m). (f) The only permitted withdrawals from or application of funds on deposit in the Prepayment Reserve Accounts shall be by the Borrower to make mandatory prepayments pursuant to Section 2(h)(ii)(A) at or before the end of the applicable Interest Accrual Period. (g) The only permitted withdrawals from or application of funds on deposit in the Delayed Drawdown Reserve Accounts shall be to either (i) make additional payments with respect to a Delayed Drawdown Collateral Obligation pursuant to Section 2(m) or (ii) deposit in the applicable Principal Collection Account pursuant to Section 2(m) as a result of a sale of a Delayed Drawdown Collateral Obligation, or an irrevocable reduction of the applicable Borrower Party’s additional payment obligations under a Delayed Drawdown Collateral Obligation pursuant to the related Underlying Instrument. (h) The only permitted withdrawals from or application of funds on deposit in the OC Ratio Posting Account shall be withdrawn from either (i) to deposit such funds in the Collection Borrower Trust Account at the written direction upon an Event of the Servicer and shall be paid Default or (ii) to make a payment to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made Preferred Investor or the Collateral Manager, as applicable, in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10Section 6(b) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trusteehereof. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shallBorrower shall keep accurate and complete records of its Accounts, prior including all payments and collections thereon, and shall submit to the Closing DateAdministrative Agent sales, cause collection, reconciliation and other reports in form satisfactory to the Administrative Agent, on such periodic basis as Agent may reasonably request. If Accounts in an aggregate face amount of $250,000 or more cease to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits Accounts (other than due to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In additioncollection), the Collection Account Borrower shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number notify Agent of such account to the Indenture Trusteeoccurrence promptly (and in any event within one Business Day) after any Loan Party has knowledge thereof. (b) The Servicer shallIf an Account of the Borrower includes a charge for any Taxes and an Event of Default has occurred and is continuing, prior the Administrative Agent is authorized, in its discretion, to pay the amount thereof to the Closing Dateproper taxing authority for the account of the Borrower and to charge the Borrower therefor; provided, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount that neither Agent nor Lenders shall be designated as liable for any Taxes that may be due from the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposesBorrower or relate to any Collateral. (c) The Servicer shallWhether or not a Default or Event of Default exists, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintainedAdministrative Agent shall have the right at any time, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution of Agent, any designee of the Administrative Agent or the Borrower, to verify the validity, amount or any other matter relating to any Accounts of the Borrower by mail, telephone or otherwise. The Borrower shall cooperate fully with the Administrative Agent in an effort to facilitate and promptly conclude any such verification process. (d) The Borrower shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable to the Administrative Agent. The Borrower shall obtain an agreement (in form and substance satisfactory to the Administrative Agent) from each lockbox servicer and Dominion Account bank, establishing the Administrative Agent’s control over and Lien in the lockbox or Dominion Account (which may be exercised by the Administrative Agent only during a Dominion Trigger Period and subject to the terms of the Intercreditor Agreement) requiring immediate deposit of all remittances received in the lockbox to a Dominion Account", initially and waiving offset rights of such servicer or bank, except for customary administrative charges. If a Dominion Account is not maintained with Bank of America, the Administrative Agent may, during any Dominion Trigger Period, require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America. The Administrative Agent and Lenders assume no responsibility to the Borrower for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank. (e) The Borrower shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If the Borrower or any other Loan Party receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for the Administrative Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account. (f) During any Dominion Trigger Period, the ledger balance in the main Dominion Account(s) as of the end of a Business Day shall be applied to the Obligations at the corporate trust department beginning of the Owner Trustee, which shall be designated as next Business Day (other than Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements) at the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control beginning of the Owner Trusteenext Business Day. All monies deposited from time to time Any resulting credit balance shall not accrue interest in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part favor of the Trust Property Borrower and shall be applied made available to the Borrower as provided in long as no Default or Event of Default exists. (g) No later than February 1, 2022, the Basic Documents. In Loan Parties shall provide evidence to the event Administrative Agent that the Certificate Distribution Loan Parties have restructured its Accounts to establish a Designated Disbursement Account is no longer and have discontinued use of Dominion Accounts as disbursement accounts. (h) During any Dominion Trigger Period, Borrower may request a Revolving Borrowing or Swingline Borrowing in an aggregate principal amount not to exceed the Multi-Day Borrowing Amount be maintained at deposited into the corporate trust department Designated Disbursement Account for application by the Loan Parties to ordinary course business expenses payable on the day of such deposit or within the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten next three (103) Business Days (so long as all expenses included in calculating such Multi-Day Borrowing Amount do not materially deviate or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice depart from the projected uses of the location and account number of such account cash most recently delivered to the Owner Trustee. The Certificate Distribution Account will be established Administrative Agent in accordance with Section 7.11 and maintained pursuant to an account agreement which specifies New York law as the governing lawPart II(a) of Schedule 7.11.

Accounts. (a) The Servicer shall, prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trustees shall maintain one or more accounts (“Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCCAccounts”) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part on behalf of the Trust Propertywith one or more financial depository institutions (each a “Financial Institution”). All deposits to and withdrawals from Candidates for the Collection Account positions of Financial Institution shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant fully disclose to the first sentence of Section 4.2Trustees any interest in or relationship with the Debtors, all amounts held in the Collection Account shalltheir affiliated persons, to the extent permitted by applicable lawCovidien, rules and regulationsany Opioid Creditor Trust (other than NOAT II or TAFT II), be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which any Released Parties. Any such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee or relationship shall not be liable an automatic disqualification for investment losses the position, but the Trustees shall take any such interest or relationship into account in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trusteeselecting a Financial Institution. (b) The Servicer shallTrustees may, prior from time to the Closing Datetime, establish create such accounts and maintain an administrative subaccount reasonable reserves within the Collection Account at Trust Accounts as authorized in this Section 3.1 and as they may deem necessary, prudent or useful in order to provide for Abatement Distributions to NOAT II Beneficiaries and the bank payment of NOAT II Operating Expenses and may, with respect to any such account or trust company then maintaining reserve, restrict the Collection Account, which subaccount use of money therein for a specified purpose (the “Trust Subaccounts”). Any such Trust Subaccounts established by the Trustees shall be designated held as Trust Assets and are not intended to be subject to separate entity tax treatment as a “disputed claims reserve” within the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposesmeaning of the IRC or the Treasury Regulations, or a “disputed ownership fund” within the meaning of the Treasury Regulations, or otherwise. (c) The Servicer shallTrustees may replace any retained Financial Institution with a successor Financial Institution at any time, prior and such successor shall be subject to the Closing Date, cause an Eligible Deposit Account to be established and maintained, considerations set forth in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which Section 3.1(a). (d) The Trustees shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part establish a separate subaccount of the Trust Property and to receive funds designated under the Plan for the State Opioid Attorneys’ Fee Fund, which subaccount shall be applied as subject to separate administration exclusively in accordance with the terms set forth on Exhibit 5 (the “State Opioid Attorneys’ Fee Fund”); provided, however, that it is acknowledged that the Trust holds such funds for administrative convenience and the Trustees have no responsibility to invest such funds or discretion to vary from the processes and determinations set forth in Exhibit 5; provided further that the Fund Committee may direct the Trustees in writing to invest such funds in one or more specified interest bearing accounts, and the Trustees shall invest the funds accordingly. To the extent the Trustees do not receive any such written direction, the Trustees shall invest the funds in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained designated default account at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten BlackRock Fed Fund (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawCUSIP ▇▇▇▇▇▇▇▇▇).

Accounts. The Borrower shall procure and maintain that the Peso Trust Account, the US Dollar Trust Drydock Reserve Account, and US Dollar Trust Retention Account. The Obligors shall procure that all earnings from all Third Party Charters that are employed in Mexico under the Mexican Navigation and Maritime Commerce Law (aLey de Navegación y Comercio Marítimos) The Servicer shall, prior to the Closing Date, cause are to be established and maintained an Eligible Deposit Account in paid into the name "__________Peso Trust Account, immediately converted into Dollars (as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits required pursuant to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic DocumentsGuarantee, Administration and Source of Payment Trust Agreement) and immediately thereafter deposited into the US Dollar Trust Earnings Account. The Collection Account Obligors shall procure that all Drydock Reserve Amounts, with respect to all Relevant Vessels that are employed in Mexico under the Mexican Navigation and Maritime Commerce Law (Ley de Navegación y Comercio Marítimos), will be established paid into the US Dollar Trust Drydock Reserve Account and maintained that all Retention Amounts, with respect to all Relevant Vessels that are employed in Mexico under the Mexican Navigation and Maritime Commerce Law (Ley de Navegación y Comercio Marítimos), will be paid into the US Dollar Trust Retention Account from the US Dollar Trust Earnings Account pursuant to an account Section 7.5. The Borrower shall maintain the Earnings Accounts, Drydock Reserve Account and Retention Account for any Relevant Vessels that are employed in trades other than in Mexico under the Mexican Navigation and Maritime Commerce Law (Ley de Navegación y Comercio Marítimos). Each Obligor shall procure that all earnings from all Relevant Vessels that are employed in trades other than in Mexico under the Mexican Navigation and Maritime Commerce Law (Ley de Navegación y Comercio Marítimos) are to be paid into the Earnings Account of such Obligor. Each Obligor shall procure that all Drydock Reserve Amounts, with respect to all Relevant Vessels that are employed in trades other than in Mexico under the Mexican Navigation and Maritime Commerce Law (Ley de Navegación y Comercio Marítimos), will be paid into the Drydock Reserve Account and that all Retention Amounts, with respect to all Relevant Vessels that are employed in trades other than in Mexico under the Mexican Navigation and Maritime Commerce Law (Ley de Navegación y Comercio Marítimos), will be paid into the Retention Account from the Earnings Account pursuant to Section 7.5. Upon establishing the Earnings Account, the Drydock Reserve Account and the Retention Account, the Borrower shall deliver to the Facility Agent the Account Pledge Agreements and any other such pledge, assignment or security agreement which specifies New York law as the governing law. In additionFacility Agent shall require in order to grant a valid, perfected security interest in the Collection Account shall be established and maintained at an institution which agrees aforementioned Accounts in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 favor of the UCC) originated by the Indenture Trustee without further consent of the IssuerCollateral Agent. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Peso Trust Account, US Dollar Trust Earnings Account, the US Dollar Trust Drydock Reserve Account, the US Dollar Trust Retention Account, the Earnings Account, the Drydock Reserve Account and the Retention Account shall be withdrawn from collateral security for the Collection Account at payment and performance by the written direction relevant Obligor of their obligations hereunder, under the Note, and under the Security Documents, and each of the Servicer Obligors, by its execution of this Agreement, hereby pledges, assigns and shall be paid grants to the Servicer. The Indenture Trustee shall not be liable for investment losses Collateral Agent a security interest in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trusteemonies. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shallUnless otherwise specified in the UTI Supplement, prior the Titling Trustee will establish and maintain with respect to the Closing Date, cause to Undivided Trust Interest a Lease Funding Account satisfying the definition of an Eligible Account. The Lease Funding Account shall be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control Titling Trustee on behalf of the Indenture UTI Sub-Trust. None of the Grantor, any Beneficiary or, subject to Section 7.02(c), the holder or pledgee of any UTI Certificate or SUBI Certificate shall have any right to draw on the Lease Funding Account without the express written consent of the Titling Trustee; provided, however, that the Titling Trustee, with the express written consent of the related UTI Beneficiary, shall so consent to the extent provided for in the documentation relating to any Securitized Financing of such UTI Certificate or SUBI Certificate. The Lease Funding Account shall only contain funds relating to UTI Assets. (b) For so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit to the Lease Funding Account collections in respect of any Titling Trust Assets allocable to the Lease Funding Account on a daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day preceding the date identified as a "Distribution Date" in the related UTI Supplement, at which time the Servicer shall so remit all such collections in immediately available funds; provided that (i) investments on which the Trust Agent is the obligor (including repurchase agreements as to which it, in its commercial capacity, is liable as principal), may make deposits mature on the Distribution Date, and (ii) investments made of collections on deposit in a SUBI Collection Account in respect of the related Contracts and Leased Vehicles may mature on such dates as specified by the Titling Trustee at the Servicer's direction so as to and direct maintain the Indenture Trustee in writing availability of sufficient cash to make withdrawals the payments described in any SUBI Supplement or related SUBI Servicing Supplement. Notwithstanding the foregoing, commencing with the first day of the first period identified as a "Collection Period" in the related UTI Supplement or SUBI Supplement, as the case may be, that begins at least two Business Days after the day on which any Monthly Remittance Conditions cease to be satisfied and for so long as the Monthly Remittance Conditions are not satisfied, all collections in respect of the UTI Assets or the related SUBI Assets, as applicable, then held by the Servicer shall be immediately so deposited and all such future collections shall be so remitted by the Servicer to the appropriate account in accordance with this Agreement or the related SUBI Servicing Supplement, as applicable, on a daily basis within two Business Days after receipt thereof. Each SUBI Servicing Supplement shall also provide (i) the terms on which any other funds received by any Servicer, including funds transferred from any of the SUBI Collection Accounts to the extent of (1) the net investment value (as recorded on the books of the Titling Trust) of any Contracts and Leased Vehicles allocated to a SUBI in a Trust Asset Transfer, (2) reimbursement of any Servicer Advances provided for in any Securitized Financing with respect to such SUBI or (3) funding for such SUBI's share of any allocable Titling Trust Expenses will be deposited by the Servicer into the Lease Funding Account (or transferred directly to the Servicer, Grantor or UTI Beneficiary directly, as appropriate) and (ii)whether and under what circumstances any other funds received by the Servicer with respect to a SUBI Asset, including income with respect to any investment made in any SUBI Account, shall be deposited by the Servicer into an appropriate SUBI Account. (c) Except as otherwise provided in Section 7.03, a UTI Supplement or a SUBI Supplement, all Titling Trust Expenses shall be paid out of the Lease Funding Account or from monies held by the Servicer and allocable thereto or distributable in respect thereof, including: (i) any reimbursement due to the Servicer for payments from its own operating accounts in order to fund (A) amounts due to Dealers in payment for the assignment to the Titling Trustee of Contracts and Leased Vehicles occurring prior to the Titling Trustee's notice to the Servicer to cease acquiring Contracts and Leased Vehicles on behalf of the Titling Trustee given pursuant to Section 7.02(c)(ii) and (B) any other Advances made by the Servicer with the consent of the Titling Trustee (to be given at the direction of the UTI Beneficiary or in accordance with the terms of any Securitized Financing), with respect to any Contract or Leased Vehicle, (ii) Servicer fees (and expenses, if any, not covered by the Basic DocumentsServicer fee under any SUBI Servicing Supplement), (iii) Titling Trustee fees and expenses and (iv) other Titling Trust Expenses, if any; provided, however, that, to the extent that any Liability of the Titling Trustee or any Beneficiary is incurred in respect of Affected Trust Assets allocated to one or more Sub-Trusts, then such Liability shall be borne in accordance with Section 3.04, and the Titling Trustee, at the direction of the Servicer, shall transfer periodically from the related SUBI Collection Accounts to the Lease Funding Account each Sub-Trust's appropriate share of such aggregate Liabilities of the Titling Trust. Prior to the funding of the Lease Funding Account from collections on outstanding Contracts or otherwise, the UTI Beneficiary will advance monies to fund the origination of Contracts as described in the UTI Supplement. The Collection Account UTI Supplement or any SUBI Supplement may provide that all or any portion of the collections on the related UTI Assets or SUBI Assets will be established and maintained pursuant deposited in the Lease Funding Account or the related SUBI Lease Funding Account for a period of time specified therein. Prior to an account agreement which specifies New York law as the governing law. In additioncreation of a SUBI, the Collection expenses of the Titling Trust will be advanced by the UTI Beneficiary or funded from collections on the Contracts in the UTI Portfolio, as more fully described in the UTI Supplement. Thereafter, during any period during which there are no monies on deposit in the Lease Funding Account, expenses of the Titling Trust will be advanced by the UTI Beneficiary as and to the extent provided in the UTI Supplement and each SUBI Supplement. (d) All or a portion of the funds deposited into the Lease Funding Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated separately invested by the Indenture Titling Trustee without further consent of the Issuer. All monies deposited from time to time at the direction of the UTI Beneficiary or its designee in any of the Permitted Investments; provided, however, that should the terms of any Securitized Financing impose any more stringent limits on the types or tenors of permitted investments in the Collection Lease Funding Account than are provided for in the definition of Permitted Investments, such limits shall be held by the Indenture Trustee as secured party apply thereto for the benefit period specified in the related Transaction Documents. The Servicer is hereby made the designee of the Noteholders andUTI Beneficiary for such purpose. All income, after payment gain or loss from investment of monies in full the Lease Funding Account shall, unless otherwise specified in the Transaction Documents with respect to any Securitized Financing, be for the account of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account UTI Beneficiary; provided that each such investment shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Titling Trustee, which its nominee or its Financial Intermediary. If at any time the relevant Beneficiary or its designee shall be designated as not have given the "Certificate Distribution Account". The Certificate Distribution Account Titling Trustee a timely investment directive with respect to any account, the Titling Trustee shall be under invest and reinvest any monies in such account(s) in a mutual fund offered by the sole dominion and control Trust Agent or an Affiliate thereof meeting the requirements of clause (i) of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part definition of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawPermitted Investments.

Accounts. (a) 11.1 The Servicer shallPortfolio Account initially shall consist of cash, prior to the Closing Datestocks, cause to be established bonds, securities, funds and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department other investments of the Indenture TrusteeClient plus all investments, which shall be designated as reinvestments and proceeds of the "Collection Account"sale thereof, and all dividends, interests and earnings thereon, and all appreciation thereof and additions thereto, if any. The Collection Account Client shall be under provide the sole dominion and control Portfolio Manager with seven days’ prior written notice of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make any withdrawals from the Collection Account in accordance Account. 11.2 The Portfolio Manager is hereby authorized to give instructions to the Custodian with respect to the terms consummation of transactions on behalf of the Basic DocumentsClient in the Assets of the Account, and the Custodian is hereby authorized to act in response to instructions given by the Portfolio Manager. Nothing contained herein shall be deemed to authorize or require the Portfolio Manager to take or receive possession of, or otherwise perform any custodial duties with respect to any of the Assets of the Account. 11.3 If the Portfolio Manager invests in Derivatives, it shall ensure that the exposure of the Client as a result of such transactions does not exceed the investment amount. 11.4 The cash accepted by the Portfolio Manager for management under this Agreement shall be credited to a bank account with a scheduled commercial bank. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 details of the UCC) originated participation amount received, investments and/or disinvestments made and all credits to the account by the Indenture Trustee without further consent way of the Issuer. All monies deposited accruals, accretions, benefits, allotments, calls, refunds, returns, privileges, entitlements, substitutions and/or replacements or any other beneficial interest including dividends, interests, rights, bonus received from time to time as well as debits shall be reflected in the Collection Account Client’s account. 11.5 The books of accounts and other records of the Portfolio Manager shall be held audited annually by its independent auditors appointed by the Indenture Trustee Portfolio Manager who shall ensure that the Portfolio Manager follows proper systems and procedures as secured party well as complies with the relevant SEBI guidelines in this regard. The Client shall at its own cost, be entitled to obtain details of his/her/its Account from the Portfolio Manager. The Client shall also be entitled to get the books of account of the Portfolio Manager relating to transactions in his/her/ its Account audited by a chartered accountant appointed by him/her/it. For the purposes of such audit, the Client shall have access to relevant and material documents pertaining to his/her/its transactions and the cost of such audit shall be borne by the Client. The Client shall have right to inspect the books of accounts including the contract notes, trades, trial balance, portfolio of his/her/its account during the business hours on any business day at the address of the Portfolio Manager mentioned above. 11.6 The Client shall have access to books of accounts relating to his/her/its transactions maintained by the Portfolio Manager. As and when the facility is available, the Client shall also be provided with a secret password / code number to enable him/her/it to access information on his/her/its portfolio of investment, valuation etc. which will be on the web site of Portfolio Manager exclusively for the benefit Client. It shall be the sole responsibility of the Noteholders and, after payment in full Client to keep his/her/its password confidential and any misuse thereof would be on the Clients’ account and at his/her/its sole risks as to costs and consequences. 11.7 The Portfolio Manager shall furnish a statement of the Notes, as agent of the Issuer account on a monthly basis and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant a valuation report to the first sentence of Section 4.2Client, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, at monthly resets as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trusteedefined. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shallTreasurer authorizes Custodian to establish and maintain on its books, prior pursuant to the Closing Dateterms of this Agreement, cause to be established and maintained an Eligible Deposit Account the following accounts: (i) Any account (“Custody Account”) in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture TrusteeTreasurer for Financial Assets, which shall may be designated received by or on behalf of Custodian or its Subcustodian for the account of Treasurer, including as an Entitlement Holder; (ii) Any account (“Cash Account”) and, collectively with the "Collection Custody Account", (“Accounts”) in the name of Treasurer for any Cash in any currency received by or on behalf of Custodian for the account of Treasurer. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Custody Account will be established a custody account for the receipt, safekeeping and maintained pursuant maintenance of Securities, and the Cash Account will be a current account for Cash. Custodian is responsible for the recording and safekeeping of all Cash and Financial Assets deposited by Treasurer. Custodian further agrees to pay over or transfer any Financial Asset or Cash held by Custodian for Treasurer on the Instruction of an Authorized Person. Notwithstanding paragraph (ii) of this Section 1.3(a), Cash held in respect of those markets where Treasurer is required to have a cash account agreement which specifies New York law as in its own name held directly with the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account relevant Subcustodian or a Securities Depository shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer that manner and as shall not be part of the Trust PropertyCash Account. All deposits Custodian’s services with respect to and withdrawals from the Collection Account such Cash Accounts shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted governed by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trusteethis Agreement. (b) The Servicer shallAt the request of Treasurer, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall additional Accounts may be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, opened in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trusteefuture, which shall be designated subject to the terms of this Agreement. Except as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time otherwise provided in Instructions acceptable to time Custodian, all Cash held in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Cash Account will be established and maintained pursuant deposited during the period it is credited to an account agreement which specifies New York law as the governing law.Accounts in one (1) or more deposit accounts at Custodian

Accounts. (a) The Servicer shall, On or prior to the Closing Datedate hereof, the Borrower shall cause to be established and maintained an Eligible Deposit Account one or more accounts with the Depositary pursuant to the Depository Agreement in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which Borrower. The Borrower shall be designated as cause the "Depositary to create a Collection Account", a Liquidity Reserve Account, a Maintenance Reserve Account, a Security Deposits Account, an Operating Expenses Account, a Modifications and Improvements Account, a Net Cash Proceeds Account and a Substitution Account, in each case in accordance with the terms of the Depository Agreement. The Collection Account Agent shall be under cause the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits Depositary to and direct the Indenture Trustee in writing to make withdrawals from the Collection create a Prefunding Account in accordance with the terms of the Basic DocumentsDepository Agreement. The Collection Account will be established Borrower shall notify (and maintained pursuant the Borrower hereby authorizes the Collateral Agent so to notify), in each case following the occurrence and during the continuation of an Event of Default, each Lessee and other account agreement which specifies New York law as debtors of the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees Borrower in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 each Lease and other accounts receivable of the UCC) originated by Borrowers has been assigned to the Indenture Trustee without further consent of Collateral Agent under the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party Loan Documents for the benefit of the Noteholders and, after Protected Parties. The Borrower also shall notify and instruct each Lessee that all payments due or to become due under each Portfolio Lease (except for Excepted Payments (which shall be payable to the Persons for whose benefit any such payment is made)) or otherwise in full respect of amounts and other receivables of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits Borrower are to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant directly to the first sentence of Section 4.2, all Customer Payments Account. (b) Any amounts from time to time held in the Collection Account, the Maintenance Reserve Account, the Modifications and Improvements Account, Security Deposits Account, Operating Expenses Account, the Liquidity Reserve Account shall, and the Substitution Account may be invested in Cash Equivalents (subject to the extent permitted by applicable lawprovisions of the Depository Agreement), rules and regulations, be invested, at the Borrower’s risk as directed in writing by the ServicerBorrower, by until the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made application thereof in accordance with directions this Agreement. Upon the occurrence and during the continuance of an Event of Default, the Agent may direct by notice the Depositary to pay to the Agent the amount specified in such notice from the Servicer. In Account(s) specified in such notice, and the event that Agent shall apply such amounts received from the Collection Account is no longer Depositary to be maintained at the corporate trust department repayment of the Indenture Trustee, the Servicer shall, Obligations in accordance with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10applicable provisions of Section 2.07(c) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior Subject to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department provisions of the Owner TrusteeDepository Agreement, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion Agent may at any time and control of the Owner Trustee. All monies deposited from time to time in its sole discretion (and, to the Certificate Distribution Account extent such application would have the effect of curing a Default under Section 9.01(a) hereof or if the Loans have become or been declared immediately due and payable pursuant to this Agreement Section 9.02 , shall) instruct the Depositary to pay into the Collection Account the amounts on deposit in the Liquidity Reserve Account if and to the extent the amounts in the Collection Account on any Settlement Date would be insufficient to pay in full the items described in clauses first , second , third , fourth and fifth of Section 2.07(c)(i) or clauses first , second , third , fourth and fifth of Section 2.07(c)(ii) , as the case may be; provided that, so long as no Event of Default shall have occurred and then be continuing, (i) the Agent shall have consulted with the Borrower prior to giving such instruction and (ii) if and to the extent determined by the Agent and the Indenture Borrower that a reserve is required to be held in the Accounts in respect of anticipated claims by a Lessee for payment of deposit, maintenance reserves or insurance or indemnity payments, such reserve shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided retained in the Basic Documents. In Accounts. (d) The Borrower hereby agrees to endeavor to transfer all Available Collections from the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Customer Payments Account to be established as the Certificate Distribution Collections Account within ten three (103) Business Days of deposit in the Customer Payments Account but in no event later than six (or such longer period not to exceed thirty (306) calendar days as to which each Rating Agency may consent) Business Days of deposit of any Available Collections in the Customer Payments Account, and give shall provide timely written notice of the location and account number of such account thereof (which notice may be made by facsimile or electronic mail) to the Owner Trustee. The Certificate Distribution Agent, in each case in accordance with the Customer Collections Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawAdministration Agreement.

Accounts. With respect to the Accounts: (a) The Servicer shall, prior to the Closing Date, cause to Debtors’ records concerning all Accounts are and will be established and maintained an Eligible Deposit Account kept solely in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially State of New York and at the corporate trust department Debtors’ chief place of business specified on the signature page below. The Debtors will not remove any of such records from such address without the prior written consent of the Indenture TrusteeCollateral Agent, which shall not be designated unreasonably withheld. Without in any way excusing a breach by the Debtors of the foregoing sentence, if for any reason any of such records concerning the Accounts shall at any time be moved to another location or locations, the Debtors will promptly notify the Collateral Agent of any such change in the location of such records and will execute and deliver such financing statements and do such other acts and things as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer Collateral Agent may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained request pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee10 hereof. (b) The Servicer shallEach item of Accounts is, prior or at such time as it becomes part of the Collateral will be, a bona fide, valid and legally enforceable obligation of the account debtor or other obligor in respect thereof, subject to no defense known to the Closing DateDebtors, establish set-off or counterclaim against the Debtors and maintain an administrative subaccount within in connection with which there is no default with respect to any payment or performance on the Collection Account at part of the bank Debtors or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposesany other party. (c) The Servicer Debtors will at all times keep accurate and complete records of payment and performance by the Debtors, the respective account debtors and all other parties obligated on the Accounts. (d) The Debtors will immediately inform the Collateral Agent of any default in payment or performance by the Debtors or any account debtor or other parties obligated on, and of claims made by others in regard to, the Accounts and shall not change the terms thereof (or terminate or permit the impairment of any of its rights thereunder) without the prior written consent of the Collateral Agent, which shall not be unreasonably withheld. The Debtors will make all payments and perform all undertakings on the Debtors’ part to be paid or performed with respect to Accounts when due. The Debtors hereby authorize the Secured Parties to cure any default in payment or performance by the Debtors with respect to the Accounts; provided, however, that the Secured Parties shall be under no obligation to do so, and provided further, that the Secured Parties’ curing of any default shall not constitute a waiver by the Secured Parties of any default under this Agreement. The Debtors agrees to reimburse the Secured Parties on demand with interest at the Maximum Rate for any payment made or any expense incurred by the Secured Parties pursuant to the foregoing authorization, and any payment made or expense incurred by the Secured Parties pursuant to the foregoing authorization shall be part of the Obligations secured hereunder. (e) If there shall occur and be continuing an event of default in respect of the Obligations, the Debtors shall, prior to upon request of the Closing Date, cause an Eligible Deposit Account to be established and maintainedCollateral Agent, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account"of the Secured Parties or the Debtors, initially at any time notify the account debtor or other obligor on any item of the Accounts, of the Secured Parties’ security interest. The Collateral Agent may, in its own name or the name of the Secured Parties or Debtors, at any time after the occurrence and during the continuation of an Event of Default (as defined below), demand, ▇▇▇ for, collect or receive any money or property payable or receivable on any Accounts and settle, release, compromise, adjust, ▇▇▇ upon, foreclose, realize upon or otherwise enforce any item of Accounts as the Collateral Agent may determine, and for the purpose of realizing the Secured Parties’ rights herein, the Collateral Agent may receive, open and dispose of mail addressed to the Debtors and endorse notes, checks, drafts, money orders, documents of title or other forms of payment on behalf of and in the name of the Debtors. The Debtors agrees to reimburse the Collateral Agent on demand with interest at the corporate trust department of Default Rate for any payment made or any expense incurred by the Owner TrusteeCollateral Agent pursuant to the foregoing authorization, which and any payment made or expense incurred by the Collateral Agent pursuant to the foregoing authorization shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawobligations secured hereunder.

Accounts. (a) The Servicer shall, prior Each Grantor shall cause: (i) each Blocked Account Bank to execute and deliver a Blocked Account Agreement in respect of each Blocked Account by the Closing Date; (ii) each Lockbox Account Bank to execute and deliver a Lockbox Account Agreement in respect of each Lockbox Account by the Closing Date; (iii) each Government Lockbox Account Bank to execute and deliver an Government Lockbox Account Agreement in respect of each Government Lockbox Account by the Closing Date; and (iv) each Concentration Account Bank to execute and deliver a Concentration Account Agreement in respect of the Concentration Account by the Closing Date. (b) On each Business Day, each Grantor will transfer, directly or indirectly substantially all of the funds credited to each of its depositary accounts in same day funds, to a Blocked Account (including during a Cash Sweep Period) in accordance with its customary business practice. (c) Each Grantor shall cause all payments in the Government Lockbox Account to be established deposited into the Lockbox Account as promptly as possible and maintained an Eligible Deposit Account in any event no later than the Business Day on which such payments become available in the name "__________Government Lockbox Account (including during a Cash Sweep Period). (d) Each Cash Management Account is, as Indenture Trusteeand shall remain, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that Senior Collateral Agent. Each Grantor acknowledges and agrees that: (i) during a Cash Sweep Period such Grantor has no right of withdrawal from any Cash Management Account except that: (A) the Servicer may make deposits relevant Grantors shall be permitted to and direct instruct any Blocked Account Bank to transfer all amounts deposited in or credited to any Blocked Account to the Indenture Trustee in writing to make withdrawals from the Collection Concentration Account in accordance with the terms of applicable Blocked Account Agreement, and (B) the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account relevant Grantor shall be established and maintained at an institution which agrees permitted to instruct the Concentration Account Bank to transfer all amounts deposited in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant or credited to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Concentration Account in specified Permitted Investments that mature not later than accordance with the Business Day immediately prior to Concentration Account Agreement; (ii) the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account Cash Management Accounts shall continue to be withdrawn from the Collection Account at the written direction collateral security for all of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture TrusteeSenior Obligations. (be) The Servicer shall, prior Prior to the Closing Datedelivery of a Cash Sweep Notice, establish the Grantor is free to withdraw funds on deposit in or credited to the Blocked Accounts and maintain an administrative subaccount within the Collection Concentration Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated in such amounts and with such frequency as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited Grantor may from time to time in determine, without notice to or consent from the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawSenior Collateral Agent.

Accounts. (a) The Servicer shall, On or prior to the Closing Datedate hereof, the Borrower shall cause to be established and maintained an Eligible Deposit Account one or more accounts with the Depositary pursuant to the Depository Agreement in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which Borrower. The Borrower shall be designated as cause the "Depositary to create a Collection Account", a Liquidity Reserve Account, a Maintenance Reserve Account, a Security Deposits Account, an Operating Expenses Account, a Modifications and Improvements Account, a Net Cash Proceeds Account and a Substitution Account, in each case in accordance with the terms of the Depository Agreement. The Collection Account Agent shall be under cause the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits Depositary to and direct the Indenture Trustee in writing to make withdrawals from the Collection create a Prefunding Account in accordance with the terms of the Basic DocumentsDepository Agreement. The Collection Account will be established Borrower shall notify (and maintained pursuant the Borrower hereby authorizes the Collateral Agent so to notify), in each case following the occurrence and during the continuation of an Event of Default, each Lessee and other account agreement which specifies New York law as debtors of the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees Borrower in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 each Lease and other accounts receivable of the UCC) originated by Borrowers has been assigned to the Indenture Trustee without further consent of Collateral Agent under the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party Loan Documents for the benefit of the Noteholders and, after Protected Parties. The Borrower also shall notify and instruct each Lessee that all payments due or to become due under each Portfolio Lease (except for Excepted Payments (which shall be payable to the Persons for whose benefit any such payment is made)) or otherwise in full respect of amounts and other receivables of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits Borrower are to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant directly to the first sentence of Section 4.2, all Customer Payments Account. (b) Any amounts from time to time held in the Collection Account, the Maintenance Reserve Account, the Modifications and Improvements Account, Security Deposits Account, Operating Expenses Account, the Liquidity Reserve Account shall, and the Substitution Account may be invested in Cash Equivalents (subject to the extent permitted by applicable lawprovisions of the Depository Agreement), rules and regulations, be invested, at the Borrower’s risk as directed in writing by the ServicerBorrower, by until the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made application thereof in accordance with directions this Agreement. Upon the occurrence and during the continuance of an Event of Default, the Agent may direct by notice the Depositary to pay to the Agent the amount specified in such notice from the Servicer. In Account(s) specified in such notice, and the event that Agent shall apply such amounts received from the Collection Account is no longer Depositary to be maintained at the corporate trust department repayment of the Indenture Trustee, the Servicer shall, Obligations in accordance with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice applicable provisions of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposesSection 2.07(c). (c) The Servicer shall, prior Subject to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department provisions of the Owner TrusteeDepository Agreement, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion Agent may at any time and control of the Owner Trustee. All monies deposited from time to time in its sole discretion (and, to the Certificate Distribution Account extent such application would have the effect of curing a Default under Section 9.01(a) hereof or if the Loans have become or been declared immediately due and payable pursuant to this Agreement Section 9.02, shall) instruct the Depositary to pay into the Collection Account the amounts on deposit in the Liquidity Reserve Account if and to the extent the amounts in the Collection Account on any Settlement Date would be insufficient to pay in full the items described in clauses first, second, third, fourth and fifth of Section 2.07(c)(i) or clauses first, second, third, fourth and fifth of Section 2.07(c)(ii), as the case may be; provided that, so long as no Event of Default shall have occurred and then be continuing, (i) the Agent shall have consulted with the Borrower prior to giving such instruction and (ii) if and to the extent determined by the Agent and the Indenture Borrower that a reserve is required to be held in the Accounts in respect of anticipated claims by a Lessee for payment of deposit, maintenance reserves or insurance or indemnity payments, such reserve shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided retained in the Basic Documents. In Accounts. (d) The Borrower hereby agrees to endeavor to transfer all Available Collections from the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Customer Payments Account to be established as the Certificate Distribution Collections Account within ten three (103) Business Days of deposit in the Customer Payments Account but in no event later than six (or such longer period not to exceed thirty (306) calendar days as to which each Rating Agency may consent) Business Days of deposit of any Available Collections in the Customer Payments Account, and give shall provide timely written notice of the location and account number of such account thereof (which notice may be made by facsimile or electronic mail) to the Owner Trustee. The Certificate Distribution Agent, in each case in accordance with the Customer Collections Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawAdministration Agreement.

Accounts. (a) The Servicer shall, prior Prior to the Closing Date, cause to the Servicer shall open, at a depository institution (which may be established and maintained the Trustee), an Eligible Deposit account denominated "Collection Account in the name "__________-- GT 1997-4, as Indenture Bankers Trust Company, Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as " (the "Collection Account". The Collection Account shall be under the sole dominion ) and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law denominated "Payahead Account -- GT 1997-4, Bankers Trust Company, as agent" (the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC"Payahead Account") originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders Trustee on behalf of the Obligors and the Certificateholders, as their interests may appear, and an account denominated "Prefunding Account -- GT 1997-4, Bankers Trust Company, Trustee" for the benefit of the Certificateholders (the "Prefunding Account," and, after payment collectively, with the Collection Account and the Payahead Account, the "Accounts"). The Accounts shall be Eligible Accounts. The Servicer shall give the Trustee and the Insurer at least five Business Days' written notice of any change in full the location of any Account and any related account identification information. All moneys deposited in or credited to, from time to time, the Notes, as agent of the Issuer Collection Account and as Prefunding Account shall be part of the Trust Property. All deposits and all moneys deposited in or credited to, from time to and withdrawals from time, the Collection Account and Prefunding Account shall be made only upon invested by the terms Trustee in Eligible Investments pursuant to Section 4.1(c) and conditions 4.1(d), respectively. (b) If as of the Basic Documents. If last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Rule of 78's Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.1 and 4.2(a), the Servicer is required to remit collections pursuant to shall withdraw from the first sentence of Section 4.2, all amounts held in Payahead Account and deposit into the Collection Account shallby the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount of such Monthly P&I, to the extent permitted by applicable law, rules and regulations, be invested, as directed available from amounts deposited in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior credited to the Payment Date for the Collection Period Payahead Account with respect to which such amounts relate and such Permitted Investments shall be held to maturityContract. All interest and other income (net of losses and investment expenses) on funds Amounts on deposit in the Collection Payahead Account shall be withdrawn from the Collection Account at invested by Bankers Trust Company upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be paid payable to the Servicer. The Indenture Trustee Payahead Account and all amounts on deposit therein or credited thereto shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as considered part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawEstate.

Accounts. (a) The Servicer shallOn or before the date of the first Loan, prior the Borrower shall establish at the Securities Intermediary (i) a securities account (the “Collateral Account”) to which all Portfolio Assets will be credited, (ii) a securities account into which all interest proceeds from the Portfolio Assets and other Interest Collections (upon their identification as Interest Collections by the Collateral Manager) will be deposited (the “Interest Collection Account”), (iii) a securities account into which all principal proceeds received in connection with the Portfolio Assets (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof up to the Closing Dateoutstanding principal amount thereof) and other principal proceeds, cause to upon identification by the Collateral Manager will be established deposited (the “Principal Collection Account” and, collectively with the Interest Collection Account, the “Collection Account”), (iv) a securities account (the “Trust Account”) into which all cash received by the Borrower from contributions by the Equity Investors, all Loan proceeds and maintained an Eligible Deposit any amounts transferred from the Principal Collection Account in (with the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department consent of the Indenture TrusteeAdministrative Agent) will be deposited, (v) a securities account (the “Prepayment Reserve Account”) into which funds received by the Borrower in connection with any sale or disposition of a Portfolio Asset shall be designated as deposited to the "Collection extent the Borrower elects to deposit such funds in accordance with Section 2(i)(ii)(A), (vi) a securities account (the “Reserve Account"”) into which funds related to Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations shall be deposited pursuant to Section 2(m) and (vii) a securities account (the “OC Ratio Posting Account”) into which funds related to Posting Contributions shall be deposited pursuant to Section 6. The Collection Account Accounts shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account maintained in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture TrusteeControl Agreement. (b) The Servicer shall, prior only permitted withdrawal from or application of assets credited to the Closing DateCollateral Account shall be to deliver such assets in connection with a sale, establish and maintain an administrative subaccount within termination, repayment or other disposition of such asset against payment or exchange. Any cash payment received in connection with any such disposition shall be deposited into the Collection Account at or paid to the bank or trust company then maintaining Administrative Agent on behalf of the Collection AccountLenders as provided herein, which subaccount and any non-cash asset received in exchange shall be designated as credited to the "Principal Distribution Account". The Principal Distribution Collateral Account is established and maintained solely for administrative purposespromptly. (c) The Servicer Borrower (or the Collateral Manager on behalf of the Borrower) shall instruct each obligor under the Portfolio Assets (or, with respect to any Agented Asset, the paying agent) to deliver all proceeds in respect of the Collateral to the Collection Account. The Collateral Manager shall, on a daily basis (on each Business Day), identify collections received in the Collection Account on the second Business Day prior to such date of identification in connection with the Closing DatePortfolio Assets as either Principal Collections or Interest Collections and notify the Collateral Administrator, the Custodian and the Securities Intermediary of such determination. To the extent not deposited directly into the Principal Collection Account, the Custodian shall cause an Eligible Deposit all Principal Collections received on behalf of the Portfolio Assets in the Collection Account to be established and maintainedpromptly (but in any event no later than one Business Day following identification thereof by the Collateral Manager) transferred by the Securities Intermediary to the Principal Collection Account. To the extent not deposited directly into the Interest Collection Account, the Custodian shall cause all Interest Collections received on behalf of the Portfolio Assets in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Collection Account to be promptly (but in any event no later than one Business Day following identification thereof by the Collateral Manager) transferred by the Securities Intermediary to the Interest Collection Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution only permitted withdrawal from or application of funds on deposit in the Principal Collection Account or Interest Collection Account shall be under to make payments expressly provided for in this Agreement or to transfer funds to the sole dominion and control Trust Account in connection with a Reinvestment pursuant to Section 5(d). (d) The only permitted withdrawals from or application of funds on deposit in the Trust Account shall be to either (i) make payments on outstanding Loans in accordance with Section 2(h) or (i) or other payments expressly provided for in this Agreement, or (ii) purchase Assets. (e) The only permitted withdrawals from or application of funds on deposit in the Prepayment Reserve Account shall be by the Borrower to either (i) make mandatory prepayments pursuant to Section 2(i)(ii)(A) at or before the end of the Owner Trustee. All monies deposited applicable Interest Accrual Period or (ii) make payments on outstanding Loans in accordance with Section 2(h). (f) The only permitted withdrawals from time to time or application of funds on deposit in the Certificate Distribution Reserve Account shall be either (i) to make additional payments with respect to a Delayed Drawdown Collateral Obligation or a Revolving Collateral Obligation pursuant to Section 2(m) or (ii) to be deposited in the Principal Collection Account pursuant to this Agreement and Section 2(m) as a result of a sale of a Delayed Drawdown Collateral Obligation or a Revolving Collateral Obligation or an irrevocable reduction of the Indenture Borrower’s additional payment obligations under a Delayed Drawdown Collateral Obligation or a Revolving Collateral Obligation pursuant to the related Underlying Instruments. (g) The only permitted withdrawals from or application of funds on deposit in the OC Ratio Posting Account shall be held by the Owner Trustee as part of either (i) to be deposited in the Trust Property and shall be applied as provided in Account upon an Event of Default or (ii) to make a payment to the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days Equity Investors (or such longer period not to exceed thirty (30their applicable designees) calendar days as to which each Rating Agency may consentin accordance with Section 6(b) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawhereof.

Accounts. (a) The Servicer shall, prior Seller agrees to the Closing Date, establish or cause to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department (i) each of the Indenture Trustee, which shall Accounts at Financial Institution on or before the date hereof and (ii) the Impound Collection Account and the Income Collection Account if and when required by Buyer for the purposes of Sections 11(b)(iii) and/or 11(b)(iv). Seller’s taxpayer identification number will be designated as the "taxpayer identification number for each Account, the Impound Collection Account and Income Collection Account". The , and Seller shall be responsible for reporting and paying taxes on any income earned with respect to the Accounts, the Impound Collection Account and the Income Collection Account. Each such deposit account shall be under the sole dominion and control of Buyer, and Seller agrees that (i) Seller shall have no right or authority to withdraw or otherwise give any directions with respect to any of such deposit accounts or the Indenture Trusteedisposition of any funds held in such deposit accounts; providedprovided that Seller may cause amounts to be deposited into any such deposit account at any time, that the Servicer and (ii) Financial Institution may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance comply with the terms instructions originated by Buyer directing disposition of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees funds in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee such deposit accounts without further consent of the IssuerSeller. All monies deposited from time Only employees of Buyer shall be signers with respect to time such deposit accounts. Pursuant to Section 5, Seller has pledged, assigned, transferred and granted a security interest to Buyer in the Accounts, the Impound Collection Account shall be held by and the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Income Collection Account in specified Permitted Investments which Seller has rights or power to transfer rights, or later acquires ownership, other rights or the power to transfer rights. Seller and Buyer hereby agree that mature not later than Buyer has “control” of such deposit accounts within the Business Day immediately prior meaning of Section 9-104 of the UCC. Any provision hereof to the Payment Date contrary notwithstanding and for the Collection Period avoidance of doubt, Seller agrees and acknowledges that Buyer is not required to which such amounts relate and such Permitted Investments shall be held return to maturity. All interest and other income (net of losses and investment expenses) on Seller funds on deposit in an Account or the Income Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid if any amounts are owed hereunder to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture TrusteeBuyer by Seller. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shall, On or prior to the Closing Effective Date, cause to be established the Collateral Manager shall establish the Collection Account, the Funding Account, the Warrant Reserve Account and maintained an Eligible the Security Deposit Account Collection Account, each in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as Borrower and subject to the "Collection Account". The Collection Account shall be under the sole dominion and control prior Lien of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party Facility Agent for the benefit of the Noteholders Secured Parties. The Collection Account, the Funding Account, the Warrant Reserve Account and the Security Deposit Collection Account shall each be an Eligible Account which is a segregated trust account initially established with the Collection Account Bank pursuant and subject to the Account Agreement. If at any time the Collection Account, the Funding Account, the Warrant Reserve Account or the Security Deposit Collection Account ceases to be an Eligible Account (with notice to the Collateral Manager and the Facility Agent), then the Collateral Manager shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. The Collateral Manager shall establish and maintain pursuant to Lockbox Agreements with one or more Lockbox Banks, one or more Lockbox Accounts, in the name of the Borrower and subject to the prior Lien of the Facility Agent for the benefit of the Secured Parties. All Lockbox Accounts are listed on Schedule 8.1. Each of the Collateral Manager and the Borrower hereby grants to the Facility Agent, for the benefit of itself and the Secured Parties, a security interest in all of its right, title and interest to the Lockbox Accounts. The Collateral Manager shall direct, or cause to be directed, all Obligors to make payments on the Contracts, including any security deposits made by an Obligor to secure the indebtedness of such Obligor under a Contract, directly to a Lockbox Account (which may be made through the Funds Transfer system) and, within three (3) Business Days after receipt into a Lockbox Account, all available balances in such Lockbox Account shall be remitted to the Collection Account or the Security Deposit Collection Account, as the case may be. At such time, the Collateral Manager shall also direct each of the other parties to the Transaction Documents, to the extent that any amounts may be payable thereunder to the Borrower, to make all deposits of such amounts directly into the Lockbox Account (which may be made through the Funds Transfer system). If notwithstanding the foregoing the Collateral Manager at any time thereafter receives any Collections with respect to any Contract Payment or any other proceeds of any Contracts, the Collateral Manager shall direct or cause to be directed, the related Obligor to make such payments to the Lockbox Account (which may be made through the Funds Transfer system) and shall promptly, and in any event no later than the first Business Day after receipt thereof, deposit or cause to be deposited all such amounts into the Collection Account or the Security Deposit Collection Account, as the case may be. To the extent amounts in the Security Deposit Collection Account may be applied as a payment on a Contract pursuant to the terms of such Contract, the Collateral Manager shall transfer such amounts from the Security Deposit Collection Account to the Collection Account to be applied as a Collection thereof in accordance with Section 8.5. Upon payment in full by an Obligor of all amounts owing under a Contract, the Notes, as agent Collateral Manager shall withdraw the remaining amount (if any) of any security deposit related to such Contract previously deposited into the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Security Deposit Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required return such amount to remit collections such Obligor pursuant to the first sentence terms of Section 4.2, all the related Contract. (b) All amounts held in any Account and any the Collection Lockbox Account shall, to the extent permitted by applicable law, rules and regulationsApplicable Law, be investedinvested by the Collection Account Bank, as directed by the Collateral Manager in writing by (or, if the ServicerCollateral Manager fails to provide such direction, by the bank or trust company then maintaining the Collection Account such amounts shall remain uninvested), in specified Permitted Investments that mature not later than the one Business Day immediately prior to the Payment Distribution Date for the Collection Period to which such amounts relate and relate. Any such written direction shall certify that any such investment is authorized by this Section 8.1. Investments in Permitted Investments shall be held made in the name of the Facility Agent on behalf of the Secured Parties, and, except as specifically required below, such investments shall not be sold or disposed of prior to their maturity. All interest If any amounts are needed for disbursement from the Collection Account and other income sufficient uninvested funds are not available therein to make such disbursement, the Facility Agent shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in such account to make such disbursement in accordance with and upon the direction of the Collateral Manager or, if the Collateral Manager shall fail to give such direction, the Facility Agent. The Collection Account Bank shall, upon written request, provide the Facility Agent with all information in its possession regarding transfer into and out of the Collection Account (net including, but not limited to, the identity of the counterparty making or receiving such transfer). In no event shall the Collection Account Bank be liable for the selection of any investments or any losses in connection therewith, or for any failure of the Collateral Manager or the Facility Agent, as applicable, to timely provide investment instructions or disposition instructions, as applicable, to the Collection Account Bank. To the extent agreed to by the Borrower or the Collateral Manager, the Collection Account Bank and investment expenses) on funds on deposit its Affiliates shall be permitted to receive additional compensation that could be deemed to be in the Collection Account shall be withdrawn from the Collection Account at the written direction Bank’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Servicer Permitted Investments, (ii) using affiliates to effect transactions in certain Permitted Investments, and shall be paid to the Servicer(iii) effecting transactions in certain investments. The Indenture Trustee Such compensation shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event considered an amount that the Collection Account is no longer reimbursable or payable pursuant to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposesthis Agreement. (c) The Servicer shallNeither the Borrower nor the Collateral Manager shall have any rights of direction or withdrawal, prior with respect to amounts held in any Account, except to the Closing Dateextent explicitly set forth herein. Subject to the other provisions hereof, cause an Eligible Deposit the Facility Agent shall have sole Control (within the meaning of the UCC) over each Account and each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered to be established the Facility Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Facility Agent in a manner that complies with this Section 8.1. All interest, dividends, gains upon sale and maintainedother income from, or earnings on, investments of funds in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at Accounts shall be deposited or transferred to the corporate trust department Collection Account and distributed pursuant to Section 8.5(a). If the Facility Agent is given instructions to invest funds in any of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control Accounts in investments other than investments of the Owner Trustee. All monies deposited from time to time type described in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part clause (f) of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department definition of the Owner Trustee“Permitted Investments”, the Servicer shall cause an Eligible Deposit Account Person giving such instructions agrees to be established as assist the Certificate Distribution Account within ten (10) Business Days (or Facility Agent in complying with the requirements herein with respect to such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawinvestments.

Accounts. (a) The Servicer shall, prior Borrower hereby grants to Agent a security interest in all rights of Borrower in and to the Closing DateAccounts (other than the Operating Account) and all sums on deposit therein as additional security for the Obligations. Borrower shall cause all banks or financial institutions other than Agent which are holding any Account (other than the Operating Account) to execute and deliver to Agent an Account Agreement with respect to such Account. Subject to the rights of Borrower expressly set forth herein to receive funds and make and permit others to make withdrawals from the Accounts, cause to be established Borrower hereby acknowledges and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which agrees that Agent shall be designated as the "Collection Account". The Collection Account shall be under the have sole dominion and control of the Indenture Trustee; provided, that Accounts (other than the Servicer may make deposits to and direct Operating Account). Borrower shall not close any Account without obtaining the Indenture Trustee in writing to make withdrawals from the Collection prior written consent of Agent. Borrower shall not open any Account in accordance substitution for or in addition to any Account set forth in Schedule 5.11 attached hereto without Agent’s prior consent. Notwithstanding the foregoing, with respect to any Operating Account and the terms of the Basic Documents. The Collection Account will be established and maintained pursuant Tenant Security Account, Borrower may open new Account(s) to an account agreement which specifies New York law serve as the governing law. In addition, Operating Account or the Collection Tenant Security Account shall be established and maintained without Agent’s consent provided that (a) Borrower gives Agent at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within least ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written prior notice of the location and account number of such account Borrower’s intention to the Indenture Trustee. open a new Account, (b) The Servicer shallthe bank or other financial institution at which such Account is to be opened is reasonably acceptable to Agent and (c) with respect to the Tenant Security Account only, prior to the Closing Dateopening of such Account, establish Borrower shall have delivered to Agent an Account Agreement with respect to such Account executed by it and maintain an administrative subaccount within the Collection Account at the Property Manager if applicable and such bank or trust company then maintaining other financial institution. Borrower shall maintain the Collection AccountAccounts and shall pay all fees and charges with respect thereto when due, and shall keep in full force and effect the Account Agreement with respect thereto, if applicable, except any Account which subaccount shall be designated as the "Principal Distribution Account"is closed in accordance with this Section 2.19. The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, All interest earned on amounts deposited in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution any Account shall be under re-deposited therein and become part thereof. No funds in any Account (other than the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be Operating Account) not held by the Owner Trustee as part Agent may be commingled with any other funds of the Trust Borrower, Property and shall be applied as provided Manager, any Affiliate of Borrower or Property Manager or any other Person or with any funds contained in the Basic Documents. In the event that the Certificate Distribution any other Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.held by

Accounts. (a) The Servicer shall, prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trustee shall maintain one or more accounts (“Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCCAccounts”) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part on behalf of the Trust Propertywith one or more financial depository institutions (each a “ Financial Institution”). All deposits to and withdrawals from Candidates for the Collection Account positions of Financial Institution shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant fully disclose to the first sentence of Section 4.2Trustee any interest in or relationship with the Purchaser Entities, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank Debtors or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which any other Released Parties. Any such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee or relationship shall not be liable an automatic disqualification for investment losses the position, but the Trustee shall take any such interest or relationship into account in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trusteeselecting a Financial Institution. (b) The Servicer shallTrustee may, prior from time to the Closing Datetime, establish create such accounts and maintain an administrative subaccount reasonable reserves within the Collection Account at Trust Accounts as authorized in this Section 3.1 and as he or she may deem necessary, prudent or useful in order to provide for distributions to Beneficiaries and the bank payment of Trust Operating Expenses and may, with respect to any such account or trust company then maintaining reserve, restrict the Collection Account, which subaccount use of money therein for a specified purpose (the “Trust Subaccounts”). Any such Trust Subaccounts established by the Trustee shall be designated held as Trust Assets and are not intended to be subject to separate entity tax treatment as a “disputed claims reserve” within the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposesmeaning of the IRC or the Treasury Regulations, or a “disputed ownership fund” within the meaning of the Treasury Regulations, or otherwise. (c) The Servicer shallTrustee may replace any retained Financial Institution with a successor Financial Institution at any time, prior and such successor shall be subject to the Closing Date, cause an Eligible Deposit Account to be established and maintained, considerations set forth in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department Section 3.1(a). (d) The Trustee shall establish two separate subaccounts of the Owner Trustee, Trust to receive funds designated under the Plan for (i) the professional fees of the Beneficiaries (the “ State Opioid Costs and Fees Allocation”) which shall be designated administered exclusively in accordance with the terms set forth on Exhibit 2 hereof, and (ii) the professional fees of the Local Governments (the “Political Subdivision Costs and Fees Allocation”). which shall be administered exclusively in accordance with the terms set forth on Exhibit 3 hereof. (The State Opioid Costs and Fees Allocation and the Political Subdivision Costs and Fees Allocation are sometimes referred to collectively as the "Certificate Distribution Account"“Professionals Fee Funds.”) It is understood that the Trust shall hold the Professionals Fee Funds for administrative convenience and the Trustee shall have no responsibility to administer such Professionals Fee Funds, or to direct the disbursement or investment of such Professionals Fee Funds; provided that (x) the Trustee will disburse the State Opioid Costs and Fees Allocation in accordance with Exhibit 2 and (y) the Trustee will disburse the Political Subdivision Costs and Fees Allocation in according with Exhibit 3. The Certificate Distribution Account shall be under To the sole dominion and control extent the Trustee does not receive any written direction with respect to investment of the Owner Trustee. All monies deposited from time to time Professionals Fee Funds, the Trustee shall hold the funds in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained an interest bearing account at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawFinancial Institution.

Accounts. (a) The Servicer shallMaintain Borrower’s, prior any of its Subsidiaries’ (other than Securities Corp.), and any Guarantor’s primary operating accounts, depository accounts and excess cash with Bank or Bank’s Affiliates; provided that Borrower shall be permitted to maintain accounts with financial institutions other than Bank (individually, a “Permitted Account” and collectively, the Closing Date“Permitted Accounts”), cause to be established and maintained an Eligible Deposit Account so long as (i) account balances in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially of Borrower at the corporate trust department Bank or Bank’s Affiliates shall be in an amount equal to at least 40.0% of the Indenture TrusteeDollar value of Borrower’s, which its Subsidiaries’, and any Guarantor’s cash, in the aggregate, wherever located and (ii) each Permitted Account of a Borrower or a Guarantor shall be designated as subject to a Control Agreement in favor of Bank pursuant to the "Collection Account"terms of Section 5.7(c) hereof. The Collection Account In addition to the foregoing, Borrower shall be at all times have in accounts maintained in the name of Borrower with Bank, unrestricted and unencumbered (other than Liens in favor of Bank under this Agreement) cash in an amount equal to the sole dominion lesser of (i) 100.0% of Borrower’s consolidated cash, including any Subsidiaries’ cash, in the aggregate, wherever located, and control (ii) 110.0% of the Indenture Trustee; providedthen-outstanding Obligations of Borrower to Bank. (b) In addition to the foregoing, that Borrower, any Subsidiary of Borrower and any Guarantor, shall obtain any business credit card (other than the Servicer may make deposits Permitted Credit Cards) and letter of credit (other than the Permitted Letter of Credit) exclusively from Bank. (c) In addition to and direct without limiting the Indenture Trustee restrictions in writing (a), Borrower shall provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to make withdrawals from the Collection execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the Basic Documents. The Collection Account will be established previous sentence shall not apply to (i) the LC Collateral Account, (ii) Borrower’s payment processor accounts with Tipalti and Travel Bank; provided that such accounts are used solely to process outgoing payments, (iii) Borrower’s accounts maintained pursuant with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ prior to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 expiration of the UCC▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Transition Period and (iv) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time deposit accounts exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to time in the Collection Account shall be held by the Indenture Trustee as secured party or for the benefit of Borrower’s employees and identified to Bank by Borrower as such; provided, however, that the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in such deposit accounts will at no time exceed the Collection Account shall be withdrawn from actual payroll, payroll taxes, withholding taxes and other employee wage and benefit payments then owing for the Collection Account at the written direction of the Servicer and shall be paid immediately succeeding two (2) payroll periods (or greater amount to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trusteeextent required by Applicable Law). (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shall, prior Borrower hereby grants to Agent and Lenders a security interest in all rights of Borrower in and to the Closing DateAccounts (including all subaccounts thereof) and all sums on deposit therein as additional security for the Obligations. Borrower shall cause all banks or financial institutions other than Agent which are holding any Account to execute and deliver to Agent an Account Agreement with respect to such Account. Subject to the rights of Borrower expressly set forth herein to make withdrawals from, cause to be established and maintained an Eligible Deposit Account in otherwise give instructions with respect to, the name "__________Accounts, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which Borrower hereby acknowledges and agrees that Agent shall be designated as the "Collection Account". The Collection Account shall be under the have sole dominion and control of the Indenture Trustee; provided, that Accounts. Borrower shall not close any Account without obtaining the Servicer may make deposits to and direct prior consent of Agent. Borrower shall not open any Account other than the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms Accounts open as of the Basic Documents. The Collection Closing Date (whether in substitution of another Account will be established and maintained pursuant or otherwise) (a) without delivering to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained Agent at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within least ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written prior notice of the location Borrower’s intention to open a new Account and account number of such account to the Indenture Trustee. (b) The Servicer shallunless, (i) the bank or other financial institution at which such Account is to be opened is reasonably acceptable to Agent and (ii) prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection opening of such Account, which subaccount Borrower shall have delivered to Agent an Account Agreement with respect to such Account. Borrower shall maintain the Accounts and shall pay all fees and charges with respect thereto when due, and shall keep in full force and effect the Account Agreement with respect thereto. So long as no Event of Default has occurred and is continuing, with the exception of interest allocated to the “Tax and Insurance Premium Reserve Sub-Account” (as defined such term is defined in the Cash Management Agreement) all interest earned on amounts deposited in any Accounts (other than the Operating Account) shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior allocated to the Closing DateOperating Account on a monthly basis. No funds in any Account may be commingled with any other funds of Borrower, cause an Eligible Deposit Account to be established and maintainedManager, any Affiliate of Borrower or Manager or with any other Person or with any funds contained in any other Account. All sums held in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account"Accounts shall constitute additional security for the Obligations. At any time following the occurrence and during the continuance of an Event of Default, initially Agent may apply any funds on deposit in the Accounts as set forth in Section 9.6 hereof subject to the rights of Lessees in and to any Security Deposits and otherwise have the rights and remedies with respect to the Accounts set forth in the Loan Documents, at law or equity. Neither Agent nor Lenders shall be liable for any loss of interest on or any penalty or charge assessed against the corporate trust department funds in, payable on, or credited to any Account as a result of the Owner Trusteeexercise by Agent of any of its rights, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be remedies or obligations under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained any Loan Document, at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (law or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawequity.

Accounts. (a) The Servicer shallIn order to permit Bank to monitor Borrower’s financial performance and condition, prior to the Closing DateBorrower and each of its Subsidiaries shall maintain: (i) all of Borrower’s and such Subsidiaries’ depository and operating accounts (including all payroll, cause to be established control disbursement and maintained an Eligible Deposit Account lockbox accounts) with Bank or SVB Securities, and (ii) Borrower’s and such Subsidiaries’ primary securities accounts with Bank or SVB Securities (including ▇▇▇ accounts), which accounts set forth in (ii) above in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of Borrower shall represent greater than eighty percent (80.0%) of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control dollar value of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate Borrower’s and such Permitted Investments Subsidiaries’ securities accounts at all financial institutions. Notwithstanding the foregoing, Borrower shall be held to maturity. All interest and other income have until: (net of losses and investment expensesy) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account date which is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as after the 2009 Effective Date to which each Rating Agency may consentmove the securities and investment accounts formerly in the name of Credence Systems Corporation, a Delaware corporation (“Credence Systems”), to Bank, and (z) and give written notice April 30, 2009 to move all other accounts formerly in the name of the location and account number of such account Credence Systems, to the Indenture TrusteeBank. (b) The Servicer Borrower shall identify to Bank, in writing, any bank or securities account opened by Borrower with any institution other than Bank. In addition, for each such account that Borrower at any time opens or maintains, Borrower shall, prior to the Closing Dateat Bank’s request and option, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an agreement in form and substance acceptable to Bank, cause the depository bank or securities intermediary to agree that such account is the collateral of Bank, and enter into a “control agreement” pursuant to the terms hereunder. Notwithstanding the foregoing, Borrower shall not be required to cause Fidelity Investments to enter into a control agreement which specifies New York law with Bank with respect to Borrower’s securities account maintained at Fidelity Investments (the “Fidelity Account”), provided that the balance maintained by Borrower in the Fidelity Account does not, at any time, exceed Two Hundred Thousand Dollars ($200,000.00). The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees.” 8 The Loan Agreement shall be amended by deleting the following appearing as the governing law.Section 6.7 thereof (entitled “Liquidity”) in its entirety:

Accounts. (a) The Servicer shall, prior to the Closing Date, Borrower shall cause to be established and maintained an Eligible Deposit Account a non-interest bearing collections account (a “Collection Account”) with the Collateral Agent in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture TrusteeBorrower (but subject to the restrictions in clause (f) of this Section 6.12), and shall cause all Collections to be deposited in the Collection Account as and when received. The Borrower shall instruct each TSA Party and other payor (in each case, to the extent not already so notified) that all payments due or to become due under the TSA (except for Excepted Payments (which shall be designated as payable to the "Persons for whose benefit any such payment is made)) or otherwise in respect of amounts and other receivables of the Borrower are to be made directly to the Collection Account". The Administrative Agent shall apply amounts on deposit in the Collection Account to the repayment of the Credit Obligations in accordance with the applicable provisions of Section 2.07(c)(ii). The Borrower shall cause to be maintained a borrower equity account (a “Borrower Equity Account”) with the Borrower Account Bank in the name of the Borrower. The Collateral Agent shall establish, in the name of the Borrower, as and when required, a non-interest bearing cash collateral account (the “Cash Collateral Reserve Account”) and such other accounts as are required from time to time by the terms of the Loan Documents for purposes of receiving, distributing or otherwise administering proceeds of Collateral (together with the Collection Account and the Borrower Equity Account, the “Accounts”). The Collateral Agent shall provide monthly statements of activity to the Borrower and Administrative Agent for the Collection Account and the Cash Collateral Reserve Account. The requirements of this Section 6.12 shall be performed by the Collateral Agent granting the Borrower and the Administrative Agent on-line read only access to the Collection Account and the Cash Collateral Reserve Account. The Collateral Agent shall have no obligation to invest or reinvest funds in Cash Equivalents if funds are deposited with the Collateral Agent after 11:00 a.m. (New York City time) on such day of deposit. Instructions received after 11:00 a.m.(New York City time) will be treated as if received on the following business day. The Collateral Agent shall have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of any funds in the Collection Account or the Cash Collateral Reserve Account. Any interest or other income received on such investment and reinvestment of funds in the Collection Account and the Cash Collateral Reserve Account shall become part of the Collection Account or the Cash Collateral Reserve Account, as applicable, and any losses incurred on such investment and reinvestment of the Collection Account and the Cash Collateral Reserve Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from debited against the Collection Account or the Cash Collateral Reserve Account, as applicable. If a selection is not made and a written direction not given to the Collateral Agent, funds in the Collection Account and/or the Cash Collateral Reserve Account shall remain un-invested with no liability for interest therein. It is agreed and understood that the entity serving as Collateral Agent may earn fees associated with the investments outlined above in accordance with the terms of such investments. Notwithstanding the Basic Documentsforegoing, the Collateral Agent shall have the power to sell or liquidate the foregoing investments whenever the Collateral Agent shall be required to release all or any portion of the funds pursuant to Section 6.12(a) or Section 6.12(c) hereof, as applicable. In no event shall the Collateral Agent be deemed an investment manager or adviser in respect of any selection of investments hereunder. It is understood and agreed that the Collateral Agent or its affiliates are permitted to receive additional compensation that could be deemed to be in the Collateral Agent’s economic self-interest for (1) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub‑custodian with respect to certain of the investments, (2) using affiliates to effect transactions in certain investments and (3) effecting transactions in investments. The Borrower shall pay or reimburse the Collateral Agent upon request for any transfer taxes or other taxes relating to the Collection Account and the Cash Collateral Reserve Account funds incurred in connection herewith and shall indemnify and hold harmless the Collateral Agent from any amounts that it is obligated to pay in the way of such taxes. Any payments of income from the Collection Account and the Cash Collateral Reserve Account shall be subject to withholding regulations then in force with respect to United States taxes. The Borrower will provide the Collateral Agent with appropriate W-9 forms for tax identification number certifications, or W-8 forms for non-resident alien certifications. It is understood that the Collateral Agent shall only be responsible for income reporting with respect to income earned on the funds in the Collection Account and the Cash Collateral Reserve Account and will not be responsible for any other reporting. This paragraph shall survive notwithstanding any termination of this Agreement or the resignation or removal of the Collateral Agent. (b) Upon each Asset Disposition, the Borrower shall cause the payor of the Net Cash Proceeds relating to such Asset Disposition to deposit such Net Cash Proceeds into the Collection Account. Unless an Event of Default has occurred and is continuing, such Net Cash Proceeds shall be retained in the Collection Account until the applicable Net Cash Proceeds Distribution Date, upon which date the Administrative Agent shall direct the Collateral Agent to distribute such Net Cash Proceeds in accordance with the applicable provisions of Section 2.07(c)(ii). (c) On the Closing Date, the Borrower shall deposit $1,500,000 into the Cash Collateral Reserve Account. On each Payment Date, the Cash Collateral Top-Up Amount will be deposited into the Cash Collateral Reserve Account to the extent such funds are available. Unless an Event of Default has occurred and is continuing, if the Administrative Agent anticipates, in its reasonable discretion, a Cash Collateral Shortfall on any Payment Date, no later than three (3) Business Days prior to such Payment Date, the Administrative Agent shall instruct the Collateral Agent to withdraw from the balance in the Cash Collateral Reserve Account, if any, an aggregate amount equal to the lesser of (i) the amount of the Cash Collateral Shortfall and (ii) the balance in the Cash Collateral Reserve Account to be applied in accordance with Section 2.07(c)(ii) on such Payment Date to be distributed, first, to the Administrative Agent and the Collateral Agent for any fees and expenses due and payable on such Payment Date pursuant to clause first of Section 2.07(c)(ii) and, second, to the Administrative Agent for payment to the Lenders, ratably (in accordance with the respective amount of interest then due and payable to each), for any accrued and unpaid interest on the Loans due and payable on such Payment Date pursuant to clause fourth of Section 2.07(c)(ii). (d) Each Account will be established and maintained pledged to the Secured Parties pursuant to an account agreement which specifies New York law the Security Agreement. So long as the governing law. In additionno Event of Default has occurred and is continuing, the Collection Borrower Account Bank shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 follow any instruction of the UCC) originated by the Indenture Trustee without further consent Borrower in respect of the Issuer. All monies deposited Borrower Equity Account; provided that, upon the occurrence and during the continuance of an Event of Default, the Borrower Account Bank shall not be required to follow any instruction of the Borrower in respect of the Borrower Equity Account. (e) Any amounts from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shallAccounts may be invested in Cash Equivalents, to at the extent permitted by applicable law, rules and regulations, be invested, Borrower’s risk as directed in writing by the ServicerBorrower, by until the bank or trust company then maintaining the Collection Account application thereof in specified Permitted Investments that mature not later accordance with Section 2.07(c)(ii) hereof. (f) Other than the Business Day immediately prior with respect to the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit available in the Collection Account pursuant to clause seventh of Section 2.07(c)(ii) on each Payment Date (so long as no Event of Default shall have occurred and be withdrawn continuing), the Collateral Agent shall not follow any instruction of the Borrower in respect of an Account. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may notify the Account Bank of an Event of Default (a “Relevant Notice”), and the Collateral Agent may direct by notice the Account Bank to pay to the Administrative Agent the amount specified in such notice from the Collection Borrower Equity Account, and the Administrative Agent shall apply such amounts received from the Account at Bank to the written direction repayment of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made Credit Obligations in accordance with directions from the Servicerapplicable provisions of Section 2.07(c)(ii). In If at any time after a Relevant Notice is sent by the event Collateral Agent, no Event of Default is continuing (whether because any such Event of Default has been cured by the Borrower or waived in accordance with Section 10.03), and as of such time neither the Administrative Agent nor Collateral Agent has taken any actions permitted under Section 8.02 with respect to an Event of Default (other than issuing any Relevant Notice), then the Collateral Agent shall instruct the Account Bank that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or Collateral Agent rescinds such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture TrusteeRelevant Notice. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shall, On or prior to July 16, 2002, the Closing Date, Borrower shall cause to be established and maintained an Eligible Deposit Account one or more accounts with the Depositary pursuant to the Depositary Agreement in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture TrusteeBorrower. The Borrower shall cause the Depositary to create a Collection Account, a Liquidity Reserve Account, a Maintenance Reserve Account and a Modification and Improvements Account, in each case in accordance with the terms of the Depositary Agreement. The Borrower shall notify (and the Borrower hereby authorizes the Agent so to notify), in each case following the occurrence and during the continuation of a Manager Default or an Event of Default, each Lessee and other account debtors of the Borrower in writing that each Lease and other accounts receivable of the Borrowers has been assigned to the Agent under the Loan Documents for the benefit of the Secured Parties (as defined in the Security Agreement). Upon establishment of the Collection Account under the Depositary Agreement, the Borrower also shall notify and instruct each Lessee that all payments due or to become due under each Portfolio Lease (except for Excepted Payments (which shall be designated as payable to the "Persons for whose benefit any such payment is made)) or otherwise in respect of amounts and other receivables of the Borrower are to be made directly to the Collection Account". The Collection Account shall be under Prior to the sole dominion and control establishment of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of Depositary Agreement, all Cash Flow and other amounts received by the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as Borrower or by the governing law. In addition, the Collection Account Manager on its behalf shall be established received and maintained at an institution which agrees held in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party trust for the benefit of the Noteholders andAgent and the Secured Parties, after payment in full of such amounts to be remitted to the Notes, as agent of the Issuer and as part of the Trust Property. All deposits Depositary for deposit to and withdrawals from the Collection Account shall be made only upon the terms and conditions promptly following establishment of the Basic Documents. If the Servicer is required Collection Account. (b) Any amounts from time to remit collections pursuant to the first sentence of Section 4.2, all amounts time held in the Collection Account, the Maintenance Reserve Account, the Modification and Improvements Account shall, and the Liquidity Reserve Account may be invested in Cash Equivalents (subject to the extent permitted by applicable lawprovisions of the Depository Agreement), rules and regulations, be invested, at the Borrower's risk as directed in writing by the ServicerBorrower, by until the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made application thereof in accordance with directions Section 2.07(c) hereof. Upon the occurrence and during the continuance of an Event of Default, the Agent may direct by notice the Depositary to pay to the Agent the amount specified in such notice from the Servicer. In Account(s) specified in such notice, and the event that Agent shall apply such amounts received from the Collection Account is no longer Depositary to be maintained at the corporate trust department repayment of the Indenture Trustee, the Servicer shall, Obligations in accordance with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice applicable provisions of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposesSection 2.07(c). (c) The Servicer shall, prior Subject to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department provisions of the Owner TrusteeDepository Agreement, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited Agent may from time to time in its sole discretion (and, to the Certificate Distribution Account extent such application would have the effect of curing a Default under Section 9.01(a) hereof or if the Loans have become or been declared immediately due and payable pursuant to this Agreement Section 9.02, shall) instruct the Depositary to pay the Agent any amounts from time to time on deposit in the Liquidity Reserve Account; provided that, so long as no Event of Default shall have occurred and then be continuing, (i) the Agent shall have consulted with the Borrower prior to giving such instruction and (ii) if and to the extent determined by the Agent and the Indenture Borrower that a reserve is required to be held in the Accounts in respect of anticipated claims by a Lessee for payment of deposit, maintenance reserves or insurance or indemnity payments, such reserve shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided retained in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer Accounts. (d) The Agent shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawapply any amounts received by it under this Section 6.17 in accordance with Section 2.07(c).

Accounts. (a) The Servicer shallhas established various accounts in the name of the Paying Agent (the "Local Collection Accounts"), at the locations identified in the Local Collection Account Processing Agreement attached as Exhibit A hereto. Each Local Collection Account shall be maintained as an Eligible Deposit Account and shall bear a designation clearly indicating that the amounts deposited thereto and held therein are for the benefit of the Purchaser, as provided in the Local Collection Account Agreement. All payments on the Receivables not mailed by Obligors or any other Person to the Lock-Box Account which are otherwise delivered to the Seller or the Servicer shall be deposited on a daily basis into the applicable Local Collection Account, from which they will be swept within two Business Days to the Collection Account. Amounts on deposit in any Local Collection Account shall not be invested. (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established and maintained with the Paying Agent, an Eligible Deposit Account account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as Purchaser (the "Collection Account"), which shall be maintained as an Eligible Deposit Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Purchaser. The Paying Agent shall cause any amounts deposited to the Lock-Box Account or to any Local Collection Account shall on or with respect to the Receivables to be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from swept into the Collection Account as promptly as possible, but in accordance with no event later than the terms of second Business Day following receipt thereof in the Basic DocumentsLocal Collection Accounts. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In additionSeller, the Collection Account Servicer and the Paying Agent shall be established and maintained at an institution which agrees follow the daily operating procedures set forth in writing that for so long as Schedule E hereto with respect to collections on the Notes are outstanding it will comply with entitlement orders Receivables. (as defined in Article 8 of the UCCii) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time Funds on deposit in the Collection Account shall be invested by the Paying Agent in Eligible Investments selected in writing by the Purchaser; provided that such selection shall not conflict with the last two sentences of the following clause (iii). All such Eligible Investments shall be held by the Indenture Trustee as secured party Paying Agent for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, Purchaser. (iii) On each Payment Determination Date all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other investment income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from deemed to constitute a portion of the Interest Distribution Amount for the related Distribution Date. Funds on deposit in the Collection Account at shall be invested in Eligible Investments that will mature not later than the written direction Business Day immediately preceding the next Distribution Date; provided that such requirement shall be deemed fulfilled for all Eligible Investments falling under paragraph (d) of the Servicer and shall definition thereof. Funds deposited in the Collection Account on a day which immediately precedes a Distribution Date upon the maturity of any Eligible Investments are not required to be paid to the Servicer. invested overnight. (iv) The Indenture Trustee Paying Agent shall not be held liable in any way by reason of any insufficiency in the Collection Account resulting from any loss on an Eligible Investment included therein, except for investment losses attributable to the Paying Agent's failure to make payments on such Eligible Investments issued by the Paying Agent, in Permitted Investments made its commercial capacity as principal obligor and not as Paying Agent, in accordance with directions their terms. (i) The Purchaser shall possess all right, title and interest in all funds in respect of the Receivables received in the Local Post Office Boxes and all funds on deposit from time to time in the Servicer. In the event that Local Collection Accounts and the Collection Account is no longer and in all proceeds thereof (including all income thereon), subject to be maintained at the corporate trust department of the Indenture TrusteeLocal Collection Account Agreement. The Local Post Office Boxes, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as Local Collection Accounts and the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part Paying Agent on behalf of the Trust Property and shall be applied as provided in Purchaser, subject to the Basic DocumentsLocal Collection Account Agreement. In If, at any time, any Local Collection Account or the event that the Certificate Distribution Collection Account is no longer ceases to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as Account, the Certificate Distribution Account Paying Agent, on the Purchaser's behalf, shall within ten (10) 10 Business Days (or such longer period period, not to exceed thirty (30) 30 calendar days days, as to which each Rating Agency the Purchaser may consent) establish a new Local Collection Account or Collection Account, as applicable, as an Eligible Deposit Account and give written notice shall transfer any cash and/or any investments from the account that is no longer an Eligible Deposit Account to the new Local Collection Account or Collection Account. (ii) With respect to the Collection Account Property, Paying Agent agrees that: (A) any Collection Account Property that is held in deposit accounts shall be held by the Paying Agent solely in the Eligible Deposit Accounts, subject to the last sentence of Section 4.02(c)(i); (B) any Collection Account Property that constitutes Physical Property shall be delivered to the Paying Agent in accordance with paragraph (a) of the location definition of "Delivery" and account number shall be held, pending maturity or disposition, solely by the Paying Agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Paying Agent; (C) any Collection Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Paying Agent, pending maturity or disposition, through continued book-entry registration of such account Collection Account Property as described in such paragraph; and (D) any Collection Account Property that is an "uncertificated security" under Article VIII of the UCC and that is not governed by clause (C) above shall be delivered to the Owner Trustee. The Certificate Distribution Paying Agent in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Paying Agent, pending maturity or disposition, through continued registration of the Paying Agent's (or its nominee's) ownership of such security. (iii) with the prior approval of the Purchaser, the Servicer shall have the power to instruct the Paying Agent to make withdrawals and payments from the Collection Account will be established and maintained pursuant for the purpose of permitting the Servicer to an account agreement which specifies New York law carry out its respective duties hereunder. (iv) It is expressly agreed to by the parties hereto that in no event shall the Paying Agent have any liability in respect of the actions made by any other Person in respect of the method of "Delivery" as the governing lawrequired by subsection (ii) above.

Accounts. (a) The Servicer shallOn or before the date of the first Loan, prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially Borrower shall establish at the corporate trust department Custodian (i) a securities account (the “Collateral Account”) to which all Portfolio Assets will be credited, (ii) a securities account (the “Collection Account”) into which all proceeds received in connection with the Portfolio Assets (including any repayments or prepayments of the Indenture Trusteeprincipal and amounts received in connection with any sale, termination or other dispositions thereof) will be deposited, (iii) a securities account, which shall be designated as a subaccount of the "Collection Account", into which all interest proceeds from the Portfolio Assets and other Interest Collections will be deposited (the “Interest Collection Account”), (iv) a securities account, which shall be a subaccount of the Collection Account, into which all principal proceeds received in connection with the Portfolio Assets (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof up to the outstanding principal amount thereof) and other Principal Proceeds will be deposited (the “Principal Collection Account”), (v) a securities account (the “Trust Account”) into which all cash received by the Borrower from the issuance of Preference Shares, all Loan proceeds and any amounts transferred from the Principal Collection Account (with the consent of the Lender) or the Interest Collection Account (with the consent of the Lender) will be deposited, (vi) a securities account (the “Prepayment Reserve Account”) into which funds received by the Borrower in connection with any sale or disposition of a Portfolio Asset shall be deposited to the extent the Borrower elects to deposit such funds in accordance with Section 2(h)(ii)(A) and (vii) a securities account (the “Delayed Drawdown Reserve Account”) into which funds related to Delayed Drawdown Collateral Obligations will be deposited pursuant to Section 2(l). The Collection Account Accounts shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account maintained in accordance with the terms Account Control Agreement. (b) The only permitted withdrawal from or application of assets credited to the Basic DocumentsCollateral Account shall be to deliver such assets in connection with a sale, termination, repayment or other disposition of such asset against payment or exchange. The Collection Account will Any cash payment received in connection with any such disposition shall be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, deposited into the Collection Account or paid to the Administrative Agent on behalf of the Lenders as provided herein, and any non-cash asset received in exchange shall be established and maintained at an institution which agrees in writing that for so long as credited to the Notes are outstanding it will comply with entitlement orders Collateral Account promptly. (as defined in Article 8 c) The Borrower (or the Collateral Manager on behalf of the UCCBorrower) originated by shall instruct each obligor under the Indenture Trustee without further consent Portfolio Assets (or, with respect to any Agented Asset, the paying agent) to deliver all proceeds in respect of the IssuerBorrower Collateral to the Collection Account. All monies deposited from time to time The Borrower shall (or shall cause the Collateral Manager to), on a daily basis (on each Business Day), identify collections received in the Collection Account shall be held by on the Indenture Trustee second prior Business Day in connection with the Portfolio Assets as secured party for either Principal Collections or Interest Collections and notify to the benefit Custodian of such determination. The Borrower (or the Collateral Manager on behalf of the Noteholders and, after payment in full Borrower) shall cause all Principal Collections received on behalf of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held Portfolio Assets in the Collection Account shall, to be promptly (but in any event no later than one Business Day following receipt thereof) transferred by the Custodian to the extent permitted by applicable law, rules and regulations, be invested, as directed Principal Collection Account. The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Interest Collections received on behalf of the Portfolio Assets in writing by the Servicer, by the bank or trust company then maintaining the Collection Account to be promptly (but in specified Permitted Investments that mature not any event no later than the one Business Day immediately prior following receipt thereof) transferred by the Custodian to the Payment Date for the Interest Collection Period to which such amounts relate and such Permitted Investments shall be held to maturityAccount. All interest and other income (net The only permitted withdrawal from or application of losses and investment expenses) on funds on deposit in the Collection Account, Principal Collection Account or Interest Collection Account shall be withdrawn from to make payments expressly provided for in this Agreement or to transfer funds to the Trust Account in connection with a Reinvestment pursuant to Section 5(d). Without limiting the foregoing, if the Termination Obligations have been paid in full, on the final Payment Date, the Borrower shall apply amounts in the Interest Collection Account at (and to the written direction extent such amounts are insufficient, amounts in the Principal Collection Account) for the payment of the Servicer and Subordinated Management Fee to the Collateral Manager; provided, however if such amounts are insufficient no further payment shall be paid made of the Subordinated Management Fee after the final Payment Date. (d) The only permitted withdrawals from or application of funds on deposit in the Trust Account shall be to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made either (i) make prepayments on outstanding Loans in accordance with directions from Section 2(h) or other payments expressly provided for in this Agreement, (ii) purchase Assets or (iii) deposit funds in the Servicer. In the event that the Collection Delayed Drawdown Reserve Account is no longer pursuant to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture TrusteeSection 2(l). (be) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank only permitted withdrawals from or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, application of funds on deposit in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Delayed Drawdown Reserve Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time either (i) make additional payments with respect to a Delayed Drawdown Collateral Obligation pursuant to Section 2(l) or (ii) deposit in the Certificate Distribution Principal Collection Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee Section 2(l) as part a result of a sale of a Delayed Drawdown Collateral Obligation or an irrevocable reduction of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account Borrower’s additional payment obligations under a Delayed Drawdown Collateral Obligation pursuant to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawrelated Underlying Instruments.

Accounts. (a) The Servicer shall, prior On or before the Closing Date the Seller -------- shall establish in its name a segregated account with a commercial bank satisfactory to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as Managing Facility Agent (the "Collection Account"). The Collection Account shall be under Upon the sole dominion ------------------ occurrence and control during the continuance of the Indenture Trustee; provideda Remittance Event, that and unless the Servicer may make deposits to and direct has provided a Servicer Letter of Credit in accordance with subsection 2.15(a), the Indenture Trustee in writing to make withdrawals from Seller or the Servicer shall within two Business Days after its receipt, (i) deposit all Collections received by it directly into the Collection Account in accordance with and (ii) transfer or cause to be transferred to the terms of Concentration Account any Collections so deposited. Any amounts received by the Basic Documents. The Collection Account will Seller and not related to the Purchased Receivables or the related Contracts or Financed Aircraft shall not be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, deposited into the Collection Account shall be established and maintained Account. Any amounts at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from any time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from transferred only to the Concentration Account and to no other deposit or other account (including, but not limited to, any account or sub-account maintained pursuant to Raytheon's cash management system). The Seller hereby grants to the Managing Facility Agent for the ratable benefit of the Purchasers a security interest in the Collection Account at and all amounts from time to time on deposit therein to secure the written direction of the Servicer and shall be paid to the ServicerObligations. The Indenture Trustee Seller shall not be liable for investment losses have no right to withdraw any amounts on deposit in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture TrusteeAccount. (b) The Servicer shall, prior to On or before the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount Date there shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established with and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name of the Managing Facility Agent a segregated account (the "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Concentration Account", initially at the corporate trust department of the Owner Trustee, ) which shall be designated maintained as a cash collateral account --------------------- subject to the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole exclusive dominion and control of the Owner TrusteeManaging Facility Agent for the ratable benefit of the Purchasers. All monies deposited The Seller hereby grants to the Managing Facility Agent for the ratable benefit of the Purchasers a security interest in any of its right, title and interest in the Concentration Account and all amounts from time to time on deposit therein and all income from the investment of such amounts to secure, in each case, the Obligations. Funds on deposit from time to time in the Certificate Distribution Concentration Account shall bear interest at the then prevailing rate paid by the Managing Facility Agent for deposit accounts with similar amounts on deposit from time to time. If at any time funds on deposit in the Concentration Account are greater than $100,000, the Managing Facility Agent may, but shall not be required to, unless it receives a request from the Seller or Raytheon, invest such funds in Cash Equivalents with maturities not later than the next succeeding Settlement Date, to the extent such requested Cash Equivalents are available for investment. Any investment request by the Seller or Raytheon shall be given to the Managing Facility Agent one Business Day prior to the day the investment is to be made (which shall be a Business Day in New York, New York and San Francisco, California) and shall specify the particular Cash Equivalents and maturities thereof. Any interest or investment earnings on amounts in the Concentration Account on related investments shall be retained in the Concentration Account to be withdrawn in accordance with this subsection 2.14(b). The Managing Facility Agent shall have the right to withdraw amounts from the Concentration Account to make the payments required to be made hereunder from Collections. Neither the Managing Facility Agent nor any Purchaser shall have any responsibility for any such investment and the Managing Facility Agent shall be permitted to liquidate any such investment, without liability for any loss occurring by reason of such liquidation, to the extent necessary to make payments and distributions under this Agreement. The Seller shall have no right to withdraw amounts on deposit from time to time in the Concentration Account. (i) On or before the Closing Date there shall be established with and in the name of the Managing Facility Agent a segregated trust account comprised of two segregated sub-accounts, the Seller cash collateral sub-account (the "Seller Cash Collateral Sub-Account") and the RAC ---------------------------------- cash collateral sub-account (the "RAC Cash Collateral Sub-Account," the Seller ------------------------------- Cash Collateral Sub-Account and the RAC Cash Collateral Sub-Account being referred to collectively as the "Cash Collateral Account") which shall be ----------------------- maintained as a cash collateral account subject to the exclusive dominion and control of the Managing Facility Agent for the ratable benefit of the Purchasers. The Seller hereby grants to the Managing Facility Agent for the ratable benefit of the Purchasers a first priority security interest in the Cash Collateral Account and all amounts on deposit from time to time therein and all income from the investment of such amounts to secure, in each case, the Obligations. Funds on deposit from time to time in the Seller Cash Collateral Sub-Account shall bear interest at the then prevailing rate paid by the Managing Facility Agent for deposit accounts with similar amounts on deposit from time to time. If at any time funds on deposit in the Seller Cash Collateral Sub-Account are greater than $100,000, the Managing Facility Agent may, but shall not be required to, unless it receives a request from the Seller, invest funds on deposit in the Seller Cash Collateral Sub-Account in Cash Equivalents with maturities not later than the next succeeding Settlement Date (or such other maturities as the Seller shall request and the Managing Facility Agent shall approve), to the extent such requested Cash Equivalents are available for investment. Any investment request by the Seller shall be given to the Managing Facility Agent one Business Day prior to the day the investment is to be made (which shall be a Business Day in New York, New York and San Francisco, California) and shall specify the particular Cash Equivalents and maturities thereof. Any interest or investment earnings on amounts in the Seller Cash Collateral Sub-Account or related investments shall be retained in the Seller Cash Collateral Sub-Account to be withdrawn in accordance with paragraphs (ii), (iii) and (iv) of this subsection 2.14(c). Neither the Managing Facility Agent nor any Purchaser shall have any responsibility for any such investment and the Managing Facility Agent shall be permitted to liquidate any such investment, without liability for any loss occurring by reason of such liquidation, to the extent necessary to make payments and distributions under this Agreement. The Seller shall have no right to withdraw amounts on deposit from time to time in the Cash Collateral Account. (ii) If on any Settlement Date on which the Seller is required to repurchase Defaulted Receivables pursuant to subsection 2.10 and fails for any reason to repurchase such Defaulted Receivables or substitute for such Defaulted Receivables pursuant to subsection 2.13, whether or not RAC fails to repurchase such Defaulted Receivables under the Repurchase Agreement, the Managing Facility Agent may withdraw from amounts on deposit in the Seller Cash Collateral Sub-Account on account of such Defaulted Receivable an amount equal to the lesser of (A) the Repurchase Price for such Defaulted Receivable plus any accrued and unpaid interest thereon required to be paid by subsection 2.10 and (B) the amount then on deposit in the Seller Cash Collateral Sub-Account. It is specifically understood and agreed that amounts on deposit in the Seller Cash Collateral Sub-Account, whether on account of 25% Repurchase Receivables, 75% Repurchase Receivables or 90% Repurchase Receivables, may be withdrawn as aforesaid on account of any Defaulted Receivable, regardless of the RARC Repurchase Percentage associated therewith or whether the RAC Repurchase Obligation shall be outstanding. Any amounts so withdrawn shall be deposited into the Concentration Account and allocated and distributed pursuant to subsections 2.15 and 2.16, respectively. The Seller agrees with the Managing Facility Agent and the Purchasers to deposit into the Seller Cash Collateral Sub-Account, without any requirement for notice or demand therefor, the lesser of the amount withdrawn therefrom or the sum of the RARC Repurchase Obligation then in effect on the date such withdrawal is made, plus interest thereon at a rate per annum equal to the Default Rate for the period from such date of withdrawal to such date of deposit. Deposit of amounts into the Seller Cash Collateral Sub-Account pursuant to the preceding sentence shall, to the extent of such deposit, satisfy the Seller's obligation to repurchase such Defaulted Receivable pursuant to subsection 2.10. (iii) If the Seller or the Servicer (if then Raytheon Credit or any Affiliate thereof) shall fail to make any deposit, payment or transfer of funds required to be made by the Seller or the Servicer under this Agreement or any other document executed and delivered in connection herewith, including, without limitation, any payment, deposit or transfer of funds or payment of any indemnity required to be made pursuant to subsection 2.7(b), 2.10, 2.10A, 2.11, 2.12, 2.18 or 9.1 (each such payment, deposit or transfer, a "Reimbursable ------------ Obligation"), then the Managing Facility Agent with the consent of the Majority ---------- Purchasers may, in addition to any similar rights in favor of the Managing Facility Agent under the Repurchase Agreement, withdraw from the Seller Cash Collateral Sub-Account on the date such Reimbursable Obligation is due hereunder an amount equal to the lesser of (A) such Reimbursable Obligation and (B) the amount then on deposit in the Seller Cash Collateral Sub-Account. The Seller agrees with the Managing Facility Agent and the Indenture Purchasers to deposit in the Seller Cash Collateral Sub-Account, without any requirement for notice or demand therefor, the amount withdrawn on the date such withdrawal is made, plus interest thereon at a rate per annum equal to the Default Rate for the period from such date of withdrawal to such date of deposit. (iv) No amounts on deposit in the Seller Cash Collateral Sub- Account (including interest or investment earnings) shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account released to the Owner Trustee. The Certificate Distribution Account will be established Seller until the Outstanding Purchase Price is reduced to zero and maintained pursuant all other amounts owing to an account agreement which specifies New York law as the governing law.Managing Facility Agent or any Purchaser hereunder are paid in full, provided, that, -------- ----

Accounts. (a) A. All funds derived from operation of the Properties, including all revenues and cash flows from whatever sources, shall be collected, deposited and held by the Manager as agent for Owner, in accounts with one or more banks designated by the Manager, which accounts may be commingled accounts containing other funds owned by or managed by the Manager, provided that any such accounts containing Owner’s funds are held for the benefit of the Owner. The Servicer shallManager shall not be required to make any advance or payment to or for the account of Owners except out of such funds, prior and the Manager shall not be obligated to incur any liability or obligation for Owners’ account without assurances satisfactory to the Closing DateManager that necessary funds for the discharge thereof will be provided by each Owner. In any event, cause if any such liability or obligation is incurred by the Manager for each Owner’s account, the Manager shall notify the Owners in writing and the Manager shall have the option to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially deduct such amounts (together with interest at the corporate trust department rate set forth in Section 14.07 of the Indenture TrusteeManagement Agreements) from each Owner’s share of Aggregate Facility Profit if such Owner has not fully reimbursed the Manager for said amounts within ten (10) days after such Owner’s receipt of notice from the Manager that said amounts are due. Liabilities properly incurred by the Manager as a result of its operation and management of the Properties pursuant to the terms of the Management Agreements and this Agreement, which whether asserted before or after termination of any or all of the Management Agreements or this Agreement, will be paid by each Owner to the extent funds are not available for that purpose from Aggregate Gross Revenues. B. The Pooled Reserve shall be held by the Landlord in an interest bearing escrow reserve account in such bank or similar institution designated as by Manager and reasonably acceptable to the "Collection Account"Owners. The Collection Account Withdrawals from any of the accounts described in this section shall be under the sole dominion and control made solely by representatives of the Indenture Trustee; provided, that Manager whose signatures have been authorized. Reasonable ▇▇▇▇▇ cash funds shall be maintained at the Servicer may make deposits to and direct the Indenture Trustee in writing Properties. Manager’s authorized representatives shall have authority to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established Pooled Reserve for capital expenditures and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders “1102 Expenditures” (as defined in Article 8 of the UCCManagement Agreements) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time which are contained in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture TrusteeApproved Budgets. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. Borrower shall open and shall at all times maintain the Borrower Accounts with MUFG. All cash, checks, drafts or other items of payment relating to or constituting payments made in respect of any or all of the Collateral, all Collections, and all other proceeds of the Collateral, shall be deposited directly into the Collection Account. Borrower shall maintain in effect at all times either (ai) The instructions to all Account Debtors on Notes Receivable to: (A) make payment of any obligations owing to Borrower directly, by ACH transfer or wire transfer, to the Collection Account or to an account held by Servicer (with such account being subject to an account control agreement that is approved by Agent) for prompt remission (but in no event later than two (2) Business Days) to the Collection Account, and (B) to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box or other address approved in writing by Agent, or (ii) enforceable authorizations from Account Debtors permitting Borrower or Servicer to automatically debit payments in respect of all Notes Receivable directly from such Account Debtors’ deposit accounts through the Automated Clearing House (ACH) network or electronic funds transfers. Borrower shall cause all such items referenced in the preceding sentence to be credited either directly to the Collection Account or to an account held by Servicer (with such account being subject to an account control agreement that is approved by Agent) for prompt remission (but in no event later than two (2) Business Days) to the Collection Account. Borrower shall cause the entire balance in the Collection Account to be swept daily, or with such other frequency as Agent may approve, to the Custodial Account. Other than such transfers to the Custodial Account, neither Borrower, Servicer nor any Person claiming through either shall, prior to the Closing Dateor attempt to, cause to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department withdraw or transfer any portion of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals payments from the Collection Account in accordance or issue withdrawal, transfer delivery or other instructions with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant respect to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic DocumentsAccount. If the Servicer is required Borrower or any of its Affiliates receives any payments on account of Notes Receivable, Collections or any other Collateral, then Borrower shall hold or cause its Affiliates to remit collections pursuant to the first sentence of Section 4.2, hold such payments in trust for Agent and shall promptly (and in no event later than two (2) Business Days after receipt thereof) deposit all amounts held in the Collection Account shallsuch payments, to the extent permitted by applicable lawof Borrower’s rights therein, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining into the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shall, prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "__________JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]2006-1", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] 2006-1 Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shallUnless otherwise specified in the UTI Supplement, prior the Titling Trustee will establish and maintain with respect to the Closing Date, cause to Undivided Trust Interest a Lease Funding Account satisfying the definition of an Eligible Account. The Lease Funding Account shall be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control Titling Trustee on behalf of the Indenture UTI Sub-Trust. None of the Grantor, any Beneficiary or, subject to Section 7.02(c), the holder or pledgee of any UTI Certificate or SUBI Certificate shall have any right to draw on the Lease Funding Account without the express written consent of the Titling Trustee; provided, however, that the Titling Trustee, with the express written consent of the related UTI Beneficiary, shall so consent to the extent provided for in the documentation relating to any Securitized Financing of such UTI Certificate or SUBI Certificate. The Lease Funding Account shall only contain funds relating to UTI Assets. (b) For so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit to the Lease Funding Account collections in respect of any Titling Trust Assets allocable to the Lease Funding Account on a daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day preceding the date identified as a "Distribution Date" in the related UTI Supplement, at which time the Servicer shall so remit all such collections in immediately available funds; provided that (i) investments on which the Trust Agent is the obligor (including repurchase agreements as to which it, in its commercial capacity, is liable as principal), may make deposits mature on the Distribution Date, and (ii) investments made of Principal Collections or Interest Collections on deposit in a SUBI Collection Account may mature on such dates as specified by the Titling Trustee at the Servicer's direction so as to and direct maintain the Indenture Trustee in writing availability of sufficient cash to make withdrawals the payments described in any SUBI Supplement or related SUBI Servicing Supplement. Notwithstanding the foregoing, commencing with the first day of the first period identified as a "Collection Period" in the related UTI Supplement or SUBI Supplement, as the case may be, that begins at least two Business Days after the day on which any Monthly Remittance Conditions cease to be satisfied and for so long as the Monthly Remittance Conditions are not satisfied, all collections in respect of the UTI Assets or the related SUBI Assets, as applicable, then held by the Servicer shall be immediately so deposited and all such future collections shall be so remitted by the Servicer to the appropriate account in accordance with this Agreement or the related SUBI Servicing Supplement, as applicable, on a daily basis within two Business Days after receipt thereof. Each SUBI Servicing Supplement shall also provide (i) the terms on which any other funds received by any Servicer, including funds transferred from any of the SUBI Collection Accounts to the extent of (1) the net investment value (as recorded on the books of the Titling Trust) of any Contracts and Leased Vehicles allocated to a SUBI in a Trust Asset Transfer, (2) reimbursement of any Servicer Advances provided for in any Securitized Financing with respect to such SUBI or (3) funding for such SUBI's share of any allocable Titling Trust Expenses will be deposited by the Servicer into the Lease Funding Account (or transferred directly to the Servicer, Grantor or UTI Beneficiary directly, as appropriate) and (ii) whether and under what circumstances any other funds received by the Servicer with respect to a SUBI Asset, including income with respect to any investment made in any SUBI Account, shall be deposited by the Servicer into an appropriate SUBI Account. (c) Except as otherwise provided in Section 7.03, a UTI Supplement or a SUBI Supplement, all Titling Trust Expenses shall be paid out of the Lease Funding Account or from monies held by the Servicer and allocable thereto or distributable in respect thereof, including: (i) any reimbursement due to the Servicer for payments from its own operating accounts in order to fund (A) amounts due to Dealers in payment for the assignment to the Titling Trustee of Contracts and Leased Vehicles occurring prior to the Titling Trustee's notice to the Servicer to cease acquiring Contracts and Leased Vehicles on behalf of the Titling Trustee given pursuant to Section 7.02(c)(ii) and (B) any other Advances made by the Servicer with the consent of the Titling Trustee (to be given at the direction of the UTI Beneficiary or in accordance with the terms of any Securitized Financing), with respect to any Contract or Leased Vehicle, (ii) Servicer fees (and expenses, if any, not covered by the Basic DocumentsServicer fee under any SUBI Servicing Supplement), (iii) Titling Trustee fees and expenses and (iv) other Titling Trust Expenses, if any; provided, however, that, to the extent that any Liability of the Titling Trustee or any Beneficiary is incurred in respect of Affected Trust Assets allocated to one or more Sub-Trusts, then such Liability shall be borne in accordance with Section 3.04, and the Titling Trustee, at the direction of the Servicer, shall transfer periodically from the related SUBI Collection Accounts to the Lease Funding Account each Sub-Trust's appropriate share of such aggregate Liabilities of the Titling Trust. Prior to the funding of the Lease Funding Account from collections on outstanding Contracts or otherwise, the UTI Beneficiary will advance monies to fund the origination of Contracts as described in the UTI Supplement. The Collection Account UTI Supplement or any SUBI Supplement may provide that all or any portion of the collections on the related UTI Assets or SUBI Assets will be established and maintained pursuant deposited in the Lease Funding Account or the related SUBI Lease Funding Account for a period of time specified therein. Prior to an account agreement which specifies New York law as the governing law. In additioncreation of a SUBI, the Collection expenses of the Titling Trust will be advanced by the UTI Beneficiary or funded from collections on the Contracts in the UTI Portfolio, as more fully described in the UTI Supplement. Thereafter, during any period during which there are no monies on deposit in the Lease Funding Account, expenses of the Titling Trust will be advanced by the UTI Beneficiary as and to the extent provided in the UTI Supplement and each SUBI Supplement. (d) All or a portion of the funds deposited into the Lease Funding Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated separately invested by the Indenture Titling Trustee without further consent of the Issuer. All monies deposited from time to time at the direction of the UTI Beneficiary or its designee in any of the Permitted Investments; provided, however, that should the terms of any Securitized Financing impose any more stringent limits on the types or tenors of permitted investments in the Collection Lease Funding Account than are provided for in the definition of Permitted Investments, such limits shall be held by the Indenture Trustee as secured party apply thereto for the benefit period specified in the related Transaction Documents. The Servicer is hereby made the designee of the Noteholders andUTI Beneficiary for such purpose. All income, after payment gain or loss from investment of monies in full the Lease Funding Account shall, unless otherwise specified in the Transaction Documents with respect to any Securitized Financing, be for the account of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account UTI Beneficiary; provided that each such investment shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Titling Trustee, which its nominee or its Financial Intermediary. If at any time the relevant Beneficiary or its designee shall be designated as not have given the "Certificate Distribution Account". The Certificate Distribution Account Titling Trustee a timely investment directive with respect to any account, the Titling Trustee shall be under invest and reinvest any monies in such account(s) in a mutual fund offered by the sole dominion and control Trust Agent meeting the requirements of clause (i) of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part definition of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawPermitted Investments.

Accounts. (a) The Servicer shallTerritory, to the extent that it directly or indirectly owned any Acquired Assets or Restricted Assets (other than through its ownership of Sub) prior to the Closing DateClosing, cause to be established hereby irrevocably constitutes and maintained an Eligible Deposit Account in the name "__________appoints, effective as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture TrusteeClosing, each of Sub and BermudaCo and assigns it as true and lawful attorney of the Territory and its Subsidiaries with full power of substitution (i) to collect in a reasonable manner consistent with reasonable past practice for the account of Sub or BermudaCo any Acquired Assets and Restricted Assets and (ii) to institute and prosecute all proceedings which shall be designated as the "Collection Account". The Collection Account shall be Sub, BermudaCo and their respective Subsidiaries may in their sole discretion deem proper in order to enforce any right, title or interest in, to or under the sole dominion Acquired Assets and control Restricted Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Indenture Trustee; provided, that Acquired Assets and Restricted Assets. (b) All payments and reimbursements received by the Servicer may make deposits to and direct the Indenture Trustee Territory or its Subsidiaries or any Affiliate thereof in writing to make withdrawals from the Collection Account in accordance connection with the terms or arising out of the Basic Documents. The Collection Account will be established and maintained pursuant Acquired Assets or Assumed Liabilities (without regard to an account agreement which specifies New York law as the governing law. In additioneffect of, or any reference to, Section 9.1) after the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account Closing shall be held by such person in trust for the Indenture Trustee as secured party benefit of BermudaCo and, promptly upon receipt by such person of any such payment or reimbursement such person shall pay over to BermudaCo the amount of such payment or reimbursement without right of setoff. (c) All payments and reimbursements received by BermudaCo or its Affiliates in connection with or arising out of the Excluded Assets or Excluded Liabilities after the Closing Date shall be held by such person in trust for the benefit of the Noteholders Territory, and, after promptly upon receipt by such person of any such payment in full of the Notesor reimbursement, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account such person shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant pay over to the first sentence of Section 4.2, all amounts held in Territory the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number amount of such account to the Indenture Trusteepayment or reimbursement without right of setoff. (bd) The Servicer shallTerritory covenants and agrees that it shall use reasonable best efforts to, prior and shall use reasonable best efforts to cause its Subsidiaries to, promptly forward to BermudaCo any mail (physical, electronic or otherwise), facsimile or telephone inquiries of actual or potential clients, customers, suppliers and vendors of or relating to the Closing DateConsulting Business, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Accountincluding, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposeswithout limitation, customer orders. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shallOn or before the date of the first Loan, prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially Borrower shall establish at the corporate trust department Custodian (i) a securities account (the “Collateral Account”) to which all Portfolio Assets will be credited, (ii) a securities account (the “Collection Account”) into which all proceeds received in connection with the Portfolio Assets (including any repayments or prepayments of the Indenture Trusteeprincipal and amounts received in connection with any sale, termination or other dispositions thereof) will be deposited, (iii) a securities account, which shall be designated as a subaccount of the "Collection Account", into which all interest proceeds from the Portfolio Assets and other Interest Collections will be deposited (the “Interest Collection Account”), (iv) a securities account, which shall be a subaccount of the Collection Account, into which all principal proceeds received in connection with the Portfolio Assets (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof up to the outstanding principal amount thereof) and other Principal Collections will be deposited (the “Principal Collection Account”), (v) a securities account (the “Trust Account”) into which all cash received by the Borrower from the issuance of Preference Shares, all Loan proceeds and any amounts transferred from the Principal Collection Account (with the consent of the Lender) or will be deposited, (vi) a securities account (the “Prepayment Reserve Account”) into which funds received by the Borrower in connection with any sale or disposition of a Portfolio Asset shall be deposited to the extent the Borrower elects to deposit such funds in accordance with Section 2(h)(ii)(A), (vii) a securities account (the “Delayed Drawdown Reserve Account”) into which funds related to Delayed Drawdown Collateral Obligations will be deposited pursuant to Section 2(m) and (viii) a securities account (the “OC Ratio Posting Account”) into which funds related to OC Ratio Posting Payments shall be deposited pursuant to Section 6. The Collection Account Accounts shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account maintained in accordance with the terms Account Control Agreement. (b) The only permitted withdrawal from or application of assets credited to the Basic DocumentsCollateral Account shall be to deliver such assets in connection with a sale, termination, repayment or other disposition of such asset against payment or exchange. The Collection Account will Any cash payment received in connection with any such disposition shall be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, deposited into the Collection Account or paid to the Administrative Agent on behalf of the Lenders as provided herein, and any non-cash asset received in exchange shall be established and maintained at an institution which agrees in writing that for so long as credited to the Notes are outstanding it will comply with entitlement orders Collateral Account promptly. (as defined in Article 8 c) The Borrower (or the Collateral Manager on behalf of the UCCBorrower) originated by shall instruct each obligor under the Indenture Trustee without further consent Portfolio Assets (or, with respect to any Agented Asset, the paying agent) to deliver all proceeds in respect of the IssuerBorrower Collateral to the Collection Account. All monies deposited from time to time The Borrower shall (or shall cause the Collateral Manager to), on a daily basis (on each Business Day), identify collections received in the Collection Account shall be held by on the Indenture Trustee second prior Business Day in connection with the Portfolio Assets as secured party for either Principal Collections or Interest Collections and notify in writing to the benefit Custodian of such determination. The Borrower (or the Collateral Manager on behalf of the Noteholders and, after payment in full Borrower) shall cause all Principal Collections received on behalf of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held Portfolio Assets in the Collection Account shall, to be promptly (but in any event no later than one Business Day following receipt thereof) transferred by the Custodian to the extent permitted by applicable law, rules and regulations, be invested, as directed Principal Collection Account. The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Interest Collections received on behalf of the Portfolio Assets in writing by the Servicer, by the bank or trust company then maintaining the Collection Account to be promptly (but in specified Permitted Investments that mature not any event no later than the one Business Day immediately prior following receipt thereof) transferred by the Custodian to the Payment Date for the Interest Collection Period to which such amounts relate and such Permitted Investments shall be held to maturityAccount. All interest and other income (net The only permitted withdrawal from or application of losses and investment expenses) on funds on deposit in the Collection Account, Principal Collection Account or Interest Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to make payments expressly provided for in this Agreement or to transfer funds to the ServicerTrust Account in connection with a Reinvestment pursuant to Section 5(d). The Indenture Trustee shall not be liable for investment losses Without limiting the foregoing, (x) if the Termination Obligations have been paid in Permitted Investments made full, on the final Payment Date, the Borrower shall, in accordance with directions from the Servicer. In priority of payments set forth in Section 2(l), apply amounts in the event that the Interest Collection Account is no longer (and to be maintained at the corporate trust department extent such amounts are insufficient, amounts in the Principal Collection Account) for the payment of the Indenture TrusteeSubordinated Management Fee to the Collateral Manager; provided, however if such amounts are insufficient no further payment shall be made of the Servicer shall, with Subordinated Management Fee after the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as final Payment Date and (y) the Borrower shall apply amounts available in the Interest Collection Account within ten (10) Business Days (or such longer period not and the Principal Collection Account on each Payment Date pursuant to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture TrusteeSection 2(l). (bd) The Servicer shall, prior to only permitted withdrawals from or application of funds on deposit in the Closing Date, establish and maintain an administrative subaccount within the Collection Trust Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as to either (i) make prepayments on outstanding Loans in accordance with Section 2(h) or other payments expressly provided for in this Agreement, (ii) purchase Assets or (iii) deposit funds in the "Principal Distribution Account". The Principal Distribution Delayed Drawdown Reserve Account is established and maintained solely for administrative purposespursuant to Section 2(m). (ce) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, only permitted withdrawals from or application of funds on deposit in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Prepayment Reserve Account shall be under by the sole dominion and control Borrower to make mandatory prepayments pursuant to Section 2(h)(ii)(A) at or before the end of the Owner Trustee. All monies deposited applicable Interest Accrual Period. (f) The only permitted withdrawals from time to time or application of funds on deposit in the Certificate Distribution Delayed Drawdown Reserve Account shall be to either (i) make additional payments with respect to a Delayed Drawdown Collateral Obligation pursuant to Section 2(m) or (ii) deposit in the Principal Collection Account pursuant to this Agreement and Section 2(m) as a result of a sale of a Delayed Drawdown Collateral Obligation, or an irrevocable reduction of the Indenture Borrower's additional payment obligations under a Delayed Drawdown Collateral Obligation pursuant to the related Underlying Instrument. (g) The only permitted withdrawals from or application of funds on deposit in the OC Ratio Posting Account shall be held by the Owner Trustee as part of either (i) to deposit such funds in the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer upon an Event of Default or (ii) to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account make a payment to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law Preferred Investor or the Collateral Manager, as the governing lawapplicable, in accordance with Section 6(b) hereof.

Accounts. (a) The Servicer shallExcept as otherwise provided in this subsection 6.11, prior Debtor shall continue to collect, at its own expense, all amounts due or to become due to Debtor under the Accounts and apply such amounts as are so collected to the Closing Dateoutstanding balances thereof. In connection with such collections, cause Debtor may take (and, at Trustee's direction, shall take) such action as Debtor or Trustee may deem necessary or advisable to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department enforce collection of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture TrusteeAccounts; provided, that Trustee shall have the Servicer may make deposits right at any time after the occurrence and during the continuance of an Event of Default to: (a) notify the Account Debtor under any Accounts (or any other Person obligated thereon) of the assignment of such Accounts to Trustee and to direct the Indenture Trustee in writing such Account Debtors and other Persons to make withdrawals from payment of all amounts due or to become due or otherwise render performance directly to Trustee; (b) exercise the Collection Account in accordance rights of Debtor with respect to the terms obligation of the Basic DocumentsAccount Debtor to make payment or otherwise render performance to Debtor and with respect to any property that secures the obligations of the Account Debtor or any other Person obligated on the Collateral; and (c) adjust, settle or compromise the amount or payment of such Accounts. The Collection Account will be established After the occurrence and maintained pursuant during the continuance of an Event of Default (i) all amounts and Proceeds received by Debtor with respect to an account agreement which specifies New York law as the governing law. In addition, the Collection Account Accounts shall be established and maintained at an institution which agrees received in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party trust for the benefit of the Noteholders andTrustee (on behalf of Holders), after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions segregated from other funds of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer Debtor and shall be forthwith paid over to Trustee in the Servicersame form as so received (with any necessary endorsement) to be applied pursuant to Section 14. The Indenture Trustee Debtor shall not be liable for investment losses adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any customer or obligor thereof, or allow any credit or discount thereon (other than credits and discounts in Permitted Investments made the ordinary course of business and in accordance with directions from amounts which are not material to Debtor) without the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department prior consent of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shallUnless otherwise specified in the UTI Supplement, prior the Titling Trustee will establish and maintain with respect to the Closing Date, cause to Undivided Trust Interest a Lease Funding Account satisfying the definition of an Eligible Account. The Lease Funding Account shall be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control Titling Trustee on behalf of the Indenture UTI Sub-Trust. None of the Grantor, any Beneficiary or, subject to Section 7.02(c), the holder or pledgee of any UTI Certificate or SUBI Certificate shall have any right to draw on the Lease Funding Account without the express written consent of the Titling Trustee; provided, however, that the Titling Trustee, with the express written consent of the related UTI Beneficiary, shall so consent to the extent provided for in the documentation relating to any Securitized Financing of such UTI Certificate or SUBI Certificate. The Lease Funding Account shall only contain funds relating to UTI Assets. (b) For so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit to the Lease Funding Account collections in respect of any Titling Trust Assets allocable to the Lease Funding Account on a daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day preceding the date identified as a "Distribution Date" in the related UTI Supplement, at which time the Servicer shall so remit all such collections in immediately available funds; provided that (i) investments on which the Trust Agent is the obligor (including repurchase agreements as to which it, in its commercial capacity, is liable as principal), may make deposits mature on the Distribution Date, and (ii) investments made of collections on deposit in a SUBI Collection Account in respect of the related Contracts and Leased Vehicles may mature on such dates as specified by the Titling Trustee at the Servicer's direction so as to and direct maintain the Indenture Trustee in writing availability of sufficient cash to make withdrawals the payments described in any SUBI Supplement or related SUBI Servicing Supplement. Notwithstanding the foregoing, commencing with the first day of the first period identified as a "Collection Period" in the related UTI Supplement or SUBI Supplement, as the case may be, that begins at least two Business Days after the day on which any Monthly Remittance Conditions cease to be satisfied and for so long as the Monthly Remittance Conditions are not satisfied, all collections in respect of the UTI Assets or the related SUBI Assets, as applicable, then held by the Servicer shall be immediately so deposited and all such future collections shall be so remitted by the Servicer to the appropriate account in accordance with this Agreement or the related SUBI Servicing Supplement, as applicable, on a daily basis within two Business Days after receipt thereof. Each SUBI Servicing Supplement shall also provide (i) the terms on which any other funds received by any Servicer, including funds transferred from any of the SUBI Collection Accounts to the extent of (1) the net investment value (as recorded on the books of the Titling Trust) of any Contracts and Leased Vehicles allocated to a SUBI in a Trust Asset Transfer, (2) reimbursement of any Servicer Advances provided for in any Securitized Financing with respect to such SUBI or (3) funding for such SUBI's share of any allocable Titling Trust Expenses will be deposited by the Servicer into the Lease Funding Account (or transferred directly to the Servicer, Grantor or UTI Beneficiary directly, as appropriate) and (ii) whether and under what circumstances any other funds received by the Servicer with respect to a SUBI Asset, including income with respect to any investment made in any SUBI Account, shall be deposited by the Servicer into an appropriate SUBI Account. (c) Except as otherwise provided in Section 7.03, a UTI Supplement or a SUBI Supplement, all Titling Trust Expenses shall be paid out of the Lease Funding Account or from monies held by the Servicer and allocable thereto or distributable in respect thereof, including: (i) any reimbursement due to the Servicer for payments from its own operating accounts in order to fund (A) amounts due to Dealers in payment for the assignment to the Titling Trustee of Contracts and Leased Vehicles occurring prior to the Titling Trustee's notice to the Servicer to cease acquiring Contracts and Leased Vehicles on behalf of the Titling Trustee given pursuant to Section 7.02(c)(ii) and (B) any other Advances made by the Servicer with the consent of the Titling Trustee (to be given at the direction of the UTI Beneficiary or in accordance with the terms of any Securitized Financing), with respect to any Contract or Leased Vehicle, (ii) Servicer fees (and expenses, if any, not covered by the Basic DocumentsServicer fee under any SUBI Servicing Supplement), (iii) Titling Trustee fees and expenses and (iv) other Titling Trust Expenses, if any; provided, however, that, to the extent that any Liability of the Titling Trustee or any Beneficiary is incurred in respect of Affected Trust Assets allocated to one or more Sub-Trusts, then such Liability shall be borne in accordance with Section 3.04, and the Titling Trustee, at the direction of the Servicer, shall transfer periodically from the related SUBI Collection Accounts to the Lease Funding Account each Sub-Trust's appropriate share of such aggregate Liabilities of the Titling Trust. Prior to the funding of the Lease Funding Account from collections on outstanding Contracts or otherwise, the UTI Beneficiary will advance monies to fund the origination of Contracts as described in the UTI Supplement. The Collection Account UTI Supplement or any SUBI Supplement may provide that all or any portion of the collections on the related UTI Assets or SUBI Assets will be established and maintained pursuant deposited in the Lease Funding Account or the related SUBI Lease Funding Account for a period of time specified therein. Prior to an account agreement which specifies New York law as the governing law. In additioncreation of a SUBI, the Collection expenses of the Titling Trust will be advanced by the UTI Beneficiary or funded from collections on the Contracts in the UTI Portfolio, as more fully described in the UTI Supplement. Thereafter, during any period during which there are no monies on deposit in the Lease Funding Account, expenses of the Titling Trust will be advanced by the UTI Beneficiary as and to the extent provided in the UTI Supplement and each SUBI Supplement. (d) All or a portion of the funds deposited into the Lease Funding Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated separately invested by the Indenture Titling Trustee without further consent of the Issuer. All monies deposited from time to time at the direction of the UTI Beneficiary or its designee in any of the Permitted Investments; provided, however, that should the terms of any Securitized Financing impose any more stringent limits on the types or tenors of permitted investments in the Collection Lease Funding Account than are provided for in the definition of Permitted Investments, such limits shall be held by the Indenture Trustee as secured party apply thereto for the benefit period specified in the related Transaction Documents. The Servicer is hereby made the designee of the Noteholders andUTI Beneficiary for such purpose. All income, after payment gain or loss from investment of monies in full the Lease Funding Account shall, unless otherwise specified in the Transaction Documents with respect to any Securitized Financing, be for the account of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account UTI Beneficiary; provided that each such investment shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Titling Trustee, which its nominee or its Financial Intermediary. If at any time the relevant Beneficiary or its designee shall be designated as not have given the "Certificate Distribution Account". The Certificate Distribution Account Titling Trustee a timely investment directive with respect to any account, the Titling Trustee shall be under invest and reinvest any monies in such account(s) in a mutual fund offered by the sole dominion and control Trust Agent or an Affiliate thereof meeting the requirements of clause (i) of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part definition of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawPermitted Investments.

Accounts. With respect to the Accounts: (a) The Servicer shall, prior to the Closing Date, cause to Debtors’ records concerning all Accounts are and will be established and maintained an Eligible Deposit Account kept solely in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially State of New York and at the corporate trust department Debtors’ chief place of business specified on the signature page below. The Debtors will not remove any of such records from such address without the prior written consent of the Indenture TrusteeCollateral Agent, which shall not be designated unreasonably withheld. Without in any way excusing a breach by the Debtors of the foregoing sentence, if for any reason any of such records concerning the Accounts shall at any time be moved to another location or locations, the Debtors will promptly notify the Collateral Agent of any such change in the location of such records and will execute and deliver such financing statements and do such other acts and things as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer Collateral Agent may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained request pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee10 hereof. (b) The Servicer shallEach item of Accounts is, prior or at such time as it becomes part of the Collateral will be, a bona fide, valid and legally enforceable obligation of the account debtor or other obligor in respect thereof, subject to no defense known to the Closing DateDebtors, establish set-off or counterclaim against the Debtors and maintain an administrative subaccount within in connection with which there is no default with respect to any payment or performance on the Collection Account at part of the bank Debtors or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposesany other party. (c) The Servicer Debtors will at all times keep accurate and complete records of payment and performance by the Debtors, the respective account debtors and all other parties obligated on the Accounts. (d) The Debtors will immediately inform the Collateral Agent of any default in payment or performance by the Debtors or any account debtor or other parties obligated on, and of claims made by others in regard to, the Accounts and shall not change the terms thereof (or terminate or permit the impairment of any of its rights thereunder) without the prior written consent of the Collateral Agent, which shall not be unreasonably withheld. The Debtors will make all payments and perform all undertakings on the Debtors’ part to be paid or performed with respect to Accounts when due. The Debtors hereby authorizes the Secured Parties to cure any default in payment or performance by the Debtors with respect to the Accounts; provided, however, that the Secured Parties shall be under no obligation to do so, and provided further, that the Secured Parties’ curing of any default shall not constitute a waiver by the Secured Parties Agent of any default under this Agreement. The Debtors agrees to reimburse the Secured Parties on demand with interest at the Maximum Rate for any payment made or any expense incurred by the Secured Parties pursuant to the foregoing authorization, and any payment made or expense incurred by the Secured Parties pursuant to the foregoing authorization shall be part of the Obligations secured hereunder. (e) If there shall occur and be continuing an event of default in respect of the Obligations, the Debtors shall, prior to upon request of the Closing Date, cause an Eligible Deposit Account to be established and maintainedCollateral Agent, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account"of the Secured Parties or the Debtors, initially at any time notify the account debtor or other obligor on any item of the Accounts, of the Secured Parties’ security interest. The Collateral Agent may, in its own name or the name of the Secured Parties or Debtors, at any time after the occurrence and during the continuation of an Event of Default (as defined below), demand, ▇▇▇ for, collect or receive any money or property payable or receivable on any Accounts and settle, release, compromise, adjust, ▇▇▇ upon, foreclose, realize upon or otherwise enforce any item of Accounts as the Collateral Agent may determine, and for the purpose of realizing the Secured Parties’ rights herein, the Collateral Agent may receive, open and dispose of mail addressed to the Debtors and endorse notes, checks, drafts, money orders, documents of title or other forms of payment on behalf of and in the name of the Debtors. The Debtors agrees to reimburse the Collateral Agent on demand with interest at the corporate trust department of Default Rate for any payment made or any expense incurred by the Owner TrusteeCollateral Agent pursuant to the foregoing authorization, which and any payment made or expense incurred by the Collateral Agent pursuant to the foregoing authorization shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawobligations secured hereunder.

Accounts. (a) The Servicer shall, prior to On or before the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department date of the Indenture Trusteefirst Loan, the Borrower shall establish with the Custodian as Securities Intermediary (i) a securities account (the “Collateral Account”) to which all Portfolio Assets will be credited, (ii) a securities account, which shall be designated as a subaccount of the "Collection Account". The , into which all interest proceeds from the Portfolio Assets and other Interest Collections will be deposited (the “Interest Collection Account Account”), (iii) a securities account, which shall be under the sole dominion and control a subaccount of the Indenture Trustee; providedCollection Account, that into which all principal proceeds received in connection with the Servicer may make deposits Portfolio Assets (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof up to the outstanding principal amount thereof) and direct other principal proceeds will be deposited (the Indenture Trustee in writing to make withdrawals “Principal Collection Account” and, together with the Interest Collection Account, the “Collection Account”), (iv) a securities account (the “Trust Account”) into which all cash received by the Borrower from the equity contributions made by the Equityholder, all Loan proceeds and any amounts transferred from the Principal Collection Account in accordance with the terms Principal Priority of Payments will be deposited and (v) a securities account (the Basic Documents“OC Ratio Posting Account”) into which funds related to OC Ratio Posting Payments shall be deposited pursuant to Section 6. The Collection Accounts shall be maintained in accordance with the Account will Control Agreement. (b) The only permitted withdrawal from or application of assets credited to the Collateral Account shall be established and maintained pursuant to an account agreement which specifies New York law as the governing lawdeliver such assets in connection with a sale, termination, repayment or other disposition of such asset against payment or exchange. In addition, Any cash payment received in connection with any such disposition shall be deposited into the Collection Account or paid to the Administrative Agent on behalf of the Lenders as provided herein, and any non-cash asset received in exchange shall be established and maintained at an institution which agrees in writing that for so long as credited to the Notes are outstanding it will comply with entitlement orders Collateral Account promptly. (as defined in Article 8 c) The Borrower (or the Collateral Manager on behalf of the UCCBorrower) originated by shall instruct each obligor under the Indenture Trustee without further consent Portfolio Assets (or, with respect to any Agented Asset, the paying agent) to deliver all proceeds in respect of the IssuerBorrower Collateral to the Collection Account. All monies deposited from time to time The Borrower shall (or shall cause the Collateral Manager to), on a daily basis (on each Business Day), identify collections received in the Collection Account shall be held by on the Indenture Trustee second prior Business Day in connection with the Portfolio Assets as secured party for either Principal Collections or Interest Collections and notify the benefit Custodian of such determination. The Borrower (or the Collateral Manager on behalf of the Noteholders and, after payment in full Borrower) shall cause all Principal Collections received on behalf of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held Portfolio Assets in the Collection Account shall, to be promptly (but in any event no later than one Business Day following receipt thereof) transferred by the Custodian to the extent permitted by applicable law, rules and regulations, be invested, as directed Principal Collection Account. The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Interest Collections received on behalf of the Portfolio Assets in writing by the Servicer, by the bank or trust company then maintaining the Collection Account to be promptly (but in specified Permitted Investments that mature not any event no later than the one Business Day immediately prior following receipt thereof) transferred by the Custodian to the Payment Date for the Interest Collection Period to which such amounts relate and such Permitted Investments shall be held to maturityAccount. All interest and other income (net The only permitted withdrawal from or application of losses and investment expenses) on funds on deposit in the Collection Account, Principal Collection Account or Interest Collection Account shall be withdrawn to make payments expressly provided for in this Agreement or, to transfer funds to the Trust Account in connection with a Reinvestment pursuant to Section 5(b) or to make a Permitted Distribution on any Business Day pursuant to the requirements set forth in the definition thereof. (d) The only permitted withdrawals from or application of funds on deposit in the Trust Account shall be to either (i) make prepayments on outstanding Loans in accordance with Section 2(h) or other payments expressly provided for in this Agreement or (ii) purchase Assets. (e) The only permitted withdrawals from or application of funds on deposit in the OC Ratio Posting Account shall be in accordance with Section 6 hereof. (f) With the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed), the Collateral Manager may direct the Custodian and the Securities Intermediary to withdraw from the Collection Account at the written direction of the Servicer Accounts and shall be paid pay to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from Person entitled thereto any amounts credited thereto constituting Excluded Amounts if the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shallCollateral Manager has, prior to the Closing Datesuch withdrawal and consent, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior delivered to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner TrusteeAdministrative Agent, the Servicer shall cause an Eligible Deposit Account to be established as Securities Intermediary, the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which Borrower and each Rating Agency may consent) and give written notice of Lender a report setting forth the location and account number calculation of such account Excluded Amounts in form and substance reasonably satisfactory to the Owner Trustee. The Certificate Distribution Account will be established Administrative Agent and maintained pursuant to an account agreement which specifies New York law as the governing laweach Lender.

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

Accounts. (a) The Servicer shall, prior Prior to the Closing Date, cause to the Servicer shall open, at a depository institution (which may be established and maintained an Eligible Deposit Account in the name "__________Trustee), as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department following accounts for the benefit of the Indenture Certificateholders: (i) an account denominated "Collection Account--GT 1998-1, Bankers Trust Company, Trustee, which shall be designated as " (the "Collection Account") and (ii) an account denominated "Payahead Account--GT 1998-1, Bankers Trust Company, as agent" (the "Payahead Account") and, collectively, with the Collection Account, the "Accounts"). The Collection Account Accounts shall be under the sole dominion Eligible Accounts. The location and control account numbers of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms Accounts as of the Basic DocumentsClosing Date are set forth on Schedule II. The Collection Servicer shall give the Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Account will be established and maintained pursuant any related account identification information. All moneys deposited in or credited to, from time to an account agreement which specifies New York law as the governing law. In additiontime, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 part of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies Trust and all moneys deposited in or credited to, from time to time time, the Collection Account shall be invested by the Trustee, or on behalf of the Trustee by the depository institution maintaining such account, in Eligible Investments pursuant to Section 4.1(c). (b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Rule of 78's Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.1 and 4.2(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Estate. (c) All funds in the Collection Account shall be held invested by the Indenture Trustee, or on behalf of the Trustee by the depository institution maintaining such account, in Eligible Investments. The Insurer shall direct the Trustee in writing to invest funds, or cause the depository institution maintaining the Collection Account in the Trustee's name to invest funds, in the Collection Account in Eligible Investments; provided that in the absence of such directions from the Insurer, the Servicer may so direct the Trustee. All such investments shall be in the name of the Trustee as secured party for the benefit trustee of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust PropertyTrust. All deposits income or other gain from investment of monies deposited in or credited to and withdrawals from the Collection Account shall be made only upon paid by the terms and conditions of the Basic Documents. If Trustee to the Servicer is required to remit collections pursuant to the first sentence of Section 4.2monthly, all amounts held in the Collection Account shall, to the extent permitted unless earlier requested by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.the

Accounts. (a) The Servicer shall, prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "__________JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]2004-3", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] 2004-3 Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shall, prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "__________JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]2006-2", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] 2006-2 Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shallBorrower shall keep accurate and complete records of its Accounts, prior including all payments and collections thereon, and shall submit to the Closing DateAdministrative Agent sales, cause collection, reconciliation and other reports in form satisfactory to the Administrative Agent, on such periodic basis as Agent may reasonably request. If Accounts in an aggregate face amount of $250,000 or more cease to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits Accounts (other than due to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In additioncollection), the Collection Account Borrower shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number notify Agent of such account to the Indenture Trusteeoccurrence promptly (and in any event within one Business Day) after any Loan Party has knowledge thereof. (b) The Servicer shallIf an Account of the Borrower includes a charge for any Taxes and an Event of Default has occurred and is continuing, prior the Administrative Agent is authorized, in its discretion, to pay the amount thereof to the Closing Dateproper taxing authority for the account of the Borrower and to charge the Borrower therefor; provided, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount that neither Agent nor Lenders shall be designated as liable for any Taxes that may be due from the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposesBorrower or relate to any Collateral. (c) The Servicer shallWhether or not a Default or Event of Default exists, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintainedAdministrative Agent shall have the right at any time, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution of Agent, any designee of the Administrative Agent or the Borrower, to verify the validity, amount or any other matter relating to any Accounts of the Borrower by mail, telephone or otherwise. The Borrower shall cooperate fully with the Administrative Agent in an effort to facilitate and promptly conclude any such verification process. (d) The Borrower shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable to the Administrative Agent. The Borrower shall obtain an agreement (in form and substance satisfactory to the Administrative Agent) from each lockbox servicer and Dominion Account bank, establishing the Administrative Agent’s control over and Lien in the lockbox or Dominion Account (which may be exercised by the Administrative Agent only during a Dominion Trigger Period and subject to the terms of the Intercreditor Agreement) requiring immediate deposit of all remittances received in the lockbox to a Dominion Account", initially and waiving offset rights of such servicer or bank, except for customary administrative charges. If a Dominion Account is not maintained with Bank of America, the Administrative Agent may, during any Dominion Trigger Period, require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America. The Administrative Agent and Lenders assume no responsibility to the Borrower for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank. (e) The Borrower shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If the Borrower or any other Loan Party receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for the Administrative Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account. (f) During any Dominion Trigger Period, the ledger balance in the main Dominion Account as of the end of a Business Day shall be applied to the Obligations (other than Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements) at the corporate trust department beginning of the Owner Trustee, which next Business Day. Any resulting credit balance shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control not accrue interest in favor of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property Borrower and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account made available to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law Borrower as the governing lawlong as no Default or Event of Default exists.

Accounts. (a) The Servicer shallExcept as otherwise provided in this Section 4.2, prior each Debtor shall continue to collect, at its own expense, all amounts due or to become due to such Debtor with respect to Accounts of such Debtor and apply such amounts as are so collected to the Closing Dateoutstanding balances thereof. In connection with such collections, cause each Debtor may take (and, at Administrative Agent’s direction during the continuance of any Event of Default, shall take) such commercially reasonable action as such Debtor or Administrative Agent may deem necessary or reasonably advisable to enforce collection of the Accounts of such Debtor. Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default under the Credit Agreement, to: (i) notify the Account Debtor under any Accounts of such Debtor (or any other Person obligated thereon) of the Lien granted upon such Accounts in favor of Administrative Agent and to direct such Account Debtors and other Persons to make payment of all amounts due or to become due or otherwise render performance directly to Administrative Agent; (ii) exercise the rights of any Debtor with respect to the obligation of the Account Debtor to make payment or otherwise render performance to such Debtor and with respect to any property that secures the obligations of such Account Debtor or any other Person obligated on the Collateral; and (iii) adjust, settle or compromise the amount or payment of such Accounts. After the occurrence and during the continuance of an Event of Default and upon notice to the Debtors all amounts and Proceeds received by a Debtor with respect to the Accounts shall be received in trust for the benefit of Administrative Agent (on behalf of the Secured Parties), shall be segregated from other funds of such Debtor and shall be forthwith paid over to Administrative Agent in the same form as so received (with any necessary endorsement) to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits applied pursuant to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic DocumentsCredit Agreement. The Collection No Debtor shall adjust, settle or compromise the amount or payment of any of its Accounts, or release wholly or partly any Account will be established Debtor, or allow any credit or discount thereon (other than credits and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time discounts in the Collection Account shall be held by ordinary course of business and the Indenture Trustee as secured party for the benefit adjustment, settlement or compromise of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held Accounts in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net ordinary course of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trusteebusiness). (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shallBorrower shall open and shall at all times maintain the Borrower Accounts with MUFG. All cash, prior checks, drafts or other items of payment relating to the Closing Date, cause to be established and maintained an Eligible Deposit Account or constituting payments made in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department respect of any or all of the Indenture TrusteeCollateral, which all Collections, and all other proceeds of the Collateral, shall be designated as deposited directly into the "Collection Account". The Collection Borrower shall maintain in effect at all times either (i) instructions to all Account shall be under the sole dominion and control Debtors on Notes Receivable to: (A) make payment of the Indenture Trustee; providedany obligations owing to Borrower directly, that the Servicer may make deposits by ACH transfer or wire transfer, to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant or to an account held by Servicer (with such account being subject to an account control agreement which specifies New York law as that is approved by Agent) for prompt remission (but in no event later than two (2) Business Days) to the governing lawCollection Account, and (B) to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box or other address approved in writing by Agent, or (ii) enforceable authorizations from Account Debtors permitting Borrower or Servicer to automatically debit payments in respect of all Notes Receivable directly from such Account Debtors’ deposit accounts through the Automated Clearing House (ACH) network or electronic funds transfers. In addition, Borrower shall cause all such items referenced in the preceding sentence to be credited either directly to the Collection Account shall be established and maintained at or to an institution which agrees account held by Servicer (with such account being subject to an account control agreement that is approved by Agent) for prompt remission (but in writing that for so long as the Notes are outstanding it will comply with entitlement orders no event later than two (as defined in Article 8 of the UCC2) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time Business Days) to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders andAccount. Notwithstanding any other provision contained herein, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn applied by the Agent to reduce outstanding Advances ratably among the Lenders and the remaining balance in the Collection Account (if any) shall be swept daily, or with such other frequency has Agent may approve, to the Custodial Account. Other than such transfers to the Custodial Account, neither Borrower, Servicer nor any Person claiming through either shall, or attempt to, withdraw or transfer any portion of the Collection Account, make payments from the Collection Account at or issue withdrawal, transfer delivery or other instructions with respect to the written direction Collection Account. If Borrower or any of the Servicer its Affiliates receives any payments on account of Notes Receivable, Collections or any other Collateral, then Borrower shall hold or cause its Affiliates to hold such payments in trust for Agent and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses promptly (and in Permitted Investments made in accordance with directions from the Servicer. In the no event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten later than two (102) Business Days (or after receipt thereof) deposit all such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account payments, to the Indenture Trustee. (b) The Servicer shallextent of Borrower’s rights therein, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining into the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shallExcept as otherwise provided in this Section 4.2, prior Debtor shall continue to collect, at its own expense, all amounts due or to become due to Debtor with respect to Accounts and apply such amounts as they are collected to the Closing Dateoutstanding balances thereof. In connection with such collections, cause Debtor may take (and, at Secured Party’s direction during the continuance of any Event of Default, shall take) such action as Debtor or Secured Party may deem necessary or advisable to enforce collection of the Accounts. Secured Party shall have the right at any time after the occurrence and during the continuance of an Event of Default to: (i) notify the Account Debtor under any Accounts (or any other Person obligated thereon) of the Lien granted upon such Accounts in favor of Secured Party and to direct such Account Debtors and other Persons to make payment of all amounts due or to become due or otherwise render performance directly to Secured Party; (ii) exercise the rights of Debtor with respect to the obligation of the Account Debtor to make payment or otherwise render performance to Debtor and with respect to any property that secures the obligations of the Account Debtor or any other Person obligated on the Collateral; and (iii) adjust, settle or compromise the amount or payment of such Accounts. After the occurrence and during the continuance of an Event of Default all amounts and Proceeds received by Debtor with respect to the Accounts shall be established received in trust for the benefit of Secured Party, shall be segregated from other funds of Debtor and maintained an Eligible Deposit Account shall be forthwith paid over to Secured Party in the name "__________same form as so received (with any necessary endorsement), as Indenture Trusteein each case subject, as secured party from USAA Auto Owner Trust 200_-[ ]"however, initially at to Permitted Senior Liens and the corporate trust department terms of any Intercreditor Agreement. Debtor shall not adjust, settle or compromise the Indenture Trusteeamount or payment of any Account relating to the Venezuelan Receivables, or release wholly or partly any Account Debtor relating to the Venezuelan Receivables, or allow any credit or discount thereon (other than credits and discounts in the ordinary course of business and in amounts which are not material to Debtor) without the prior consent of Secured Party. At all times, all Venezuelan Receivables Proceeds shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits remitted to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee4.12(a). (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shallBorrower shall keep accurate and complete records of its Accounts, prior including all payments and collections thereon, and shall submit to the Closing DateAdministrative Agent sales, cause collection, reconciliation and other reports in form satisfactory to the Administrative Agent, on such periodic basis as Agent may reasonably request. If Accounts in an aggregate face amount of $250,000 or more cease to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits Accounts (other than due to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In additioncollection), the Collection Account Borrower shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number notify Agent of such account to the Indenture Trusteeoccurrence promptly (and in any event within one Business Day) after any Loan Party has knowledge thereof. (b) The Servicer shallIf an Account of the Borrower includes a charge for any Taxes and an Event of Default has occurred and is continuing, prior the Administrative Agent is authorized, in its discretion, to pay the amount thereof to the Closing Dateproper taxing authority for the account of the Borrower and to charge the Borrower therefor; provided, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount that neither Agent nor Lenders shall be designated as liable for any Taxes that may be due from the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposesBorrower or relate to any Collateral. (c) The Servicer shallWhether or not a Default or Event of Default exists, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintainedAdministrative Agent shall have the right at any time, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution of Agent, any designee of the Administrative Agent or the Borrower, to verify the validity, amount or any other matter relating to any Accounts of the Borrower by mail, telephone or otherwise. The Borrower shall cooperate fully with the Administrative Agent in an effort to facilitate and promptly conclude any such verification process. (d) The Borrower shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable to the Administrative Agent. The Borrower shall obtain an agreement (in form and substance satisfactory to the Administrative Agent) from each lockbox servicer and Dominion Account bank, establishing the Administrative Agent’s control over and Lien in the lockbox or Dominion Account (which may be exercised by the Administrative Agent only during a Dominion Trigger Period) requiring immediate deposit of all remittances received in the lockbox to a Dominion Account", initially and waiving offset rights of such servicer or bank, except for customary administrative charges. If a Dominion Account is not maintained with Bank of America, the Administrative Agent may, during any Dominion Trigger Period, require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America. The Administrative Agent and Lenders assume no responsibility to the Borrower for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank. (e) The Borrower shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If the Borrower or any other Loan Party receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for the Administrative Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account. (f) During any Dominion Trigger Period, the ledger balance in the main Dominion Account as of the end of a Business Day shall be applied to the Obligations (other than Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements) at the corporate trust department beginning of the Owner Trustee, which next Business Day. Any resulting credit balance shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control not accrue interest in favor of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property Borrower and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account made available to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law Borrower as the governing lawlong as no Default or Event of Default exists.

Accounts. The Indenture Trustee shall establish the Issuance Fund, the Revenue Fund, the Reserve Fund, the Pre-Funding Account and the Collection Account (acollectively, the "Accounts") The Servicer shall, prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture TrusteeTrustee for the benefit of the Noteholders and the Note Insurer, which shall be designated as the "Collection Account"their interests may appear. The Collection Account shall be under a segregated account established with the sole dominion Collection Account Depository and control the remaining foregoing Accounts and funds shall be segregated accounts established with the Corporate Trust Office of the Indenture Trustee. Each Account shall be an Eligible Account; provided, that if an Account ceases to be an Eligible Account, all funds in such Account shall be deposited into an Eligible Account within 30 days of the Servicer may make deposits to and direct date an Authorized Officer of the Indenture Trustee first has knowledge of, or receives written notice of, the fact that an Account is no longer an Eligible Account. Amounts held in writing to make withdrawals from the Accounts (other than the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account Account) shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated invested by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders andTrustee, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and Administrator, in Eligible Investments; provided, that amounts paid under the Note Guaranty Insurance Policy shall not be paid invested. Each investment shall mature no later than the applicable Transfer Date, except that investments in funds or accounts under which Wel▇▇ ▇▇rgo Bank Minnesota, National Association or an Affiliate thereof is the investment adviser or the investment manager may be held until the date on which funds are intended to the Servicerbe used. The Indenture Trustee shall not be liable responsible for any losses incurred on any such investments unless the Indenture Trustee or an Affiliate thereof is the obligor under such investments. Any written investment losses in Permitted Investments made in accordance with directions direction from the Servicer. In the event Administrator shall certify that the Collection Account any such investment is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause authorized by this Section 5.01 and is an Eligible Deposit Account to be established Investment. All amounts received as the Collection Account within ten (10) Business Days (earnings on or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice income from any investments or reinvestments of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, funds in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution any Account shall be under credited to such Account; provided, however, that on each Transfer Date, the sole dominion and control Indenture Trustee shall transfer all amounts received as earnings on or income from any investments or reinvestments of funds in the Accounts to the Revenue Fund prior to making any of the Owner Trustee. All monies deposited from time transfers or payments referred to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10Section 5.05(c) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawhereof.

Accounts. (a) If the Borrower has granted a security interest in Accounts: i. The Servicer shall, prior Borrower will upon demand render to the Closing Date, cause to be established Bank a statement indicating the total dollar value of the Accounts. ii. The only offices where the Borrower keeps Books and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially Records concerning any Accounts is at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account"location listed on affixed Exhibit A-3. The Collection Account shall be under Borrower will not remove any of such Books and Records from said offices without the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further prior written consent of the IssuerBank. iii. All monies deposited During the five years immediately preceding the grant of the security interest hereby to Bank, Borrower has maintained its chief executive office at the address(es), and during the time periods, set forth on Exhibit A-3. Without the prior written consent of Bank, Borrower will not change its chief executive office. iv. The Borrower will at all times keep accurate and complete Books and Records of its Accounts, and the Bank or any of its agents shall have the right to inspect the Borrower's Books and Records relating to said Accounts or to any other transactions to which the Borrower is a party and from time which an Account might arise and to time make extracts from said Books and Records, all at the Borrower's expense. The Bank may in its own name or in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit names of the Noteholders andothers, after payment communicate with account debtors in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits order to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shallverify with them, to the extent permitted by applicable lawBank's satisfaction, rules the existence, amount and regulationsterms of any Accounts. The Borrower shall immediately notify the Bank of any event causing loss or depreciation in value of any of its Accounts and the amount of such loss or depreciation. v. If any of the Borrower's Accounts arise out of contracts with the United States or any department, be investedagency or instrumentality thereof, as directed the Borrower will immediately notify the Bank thereof in writing and execute any instruments and take any steps required by the Servicer, by the bank or trust company then maintaining the Collection Account Bank in specified Permitted Investments order that mature not later than the Business Day immediately prior all moneys due and to become due under such contracts shall be assigned to the Payment Date for Bank and notice thereof given to the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturitygovernment under the Federal Assignment of Claims Act. vi. All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction If any of the Servicer and shall Borrower's Accounts should be paid evidenced by Instruments, the Borrower will immediately deliver such Instruments to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from Bank, appropriately endorsed to the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department Bank's order and, regardless of the Indenture Trusteeform of such endorsement, the Servicer shallBorrower hereby waives presentment, with the Indenture Trustee's demand or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trusteeany kind with respect thereto. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shallUnless otherwise specified in the UTI Supplement, prior the Titling Trustee will establish and maintain with respect to the Closing Date, cause to Undivided Trust Interest a Lease Funding Account satisfying the definition of an Eligible Account. The Lease Funding Account shall be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control Titling Trustee on behalf of the Indenture UTI Sub-Trust. None of the Grantor, any Beneficiary or, subject to Section 7.02(c), the holder or pledgee of any UTI Certificate or SUBI Certificate shall have any right to draw on the Lease Funding Account without the express written consent of the Titling Trustee; provided, however, that the Titling Trustee, with the express written consent of the related UTI Beneficiary, shall so consent to the extent provided for in the documentation relating to any Securitized Financing of such UTI Certificate or SUBI Certificate. The Lease Funding Account shall only contain funds relating to UTI Assets. (b) For so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit to the Lease Funding Account collections in respect of any Titling Trust Assets allocable to the Lease Funding Account on a daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day preceding the date identified as a "Distribution Date" in the related UTI Supplement, at which time the Servicer shall so remit all such collections in immediately available funds; provided that (i) investments on which the Trust Agent is the obligor (including repurchase agreements as to which it, in its commercial capacity, is liable as principal), may make deposits mature on the Distribution Date, and (ii) investments made of Principal Collections or Interest Collections on deposit in a SUBI Collection Account may mature on such dates as specified by the Titling Trustee at the Servicer's direction so as to and direct maintain the Indenture Trustee in writing availability of sufficient cash to make withdrawals the payments described in any SUBI Supplement or related SUBI Servicing Supplement. Notwithstanding the foregoing, commencing with the first day of the first period identified as a "Collection Period" in the related UTI Supplement or SUBI Supplement, as the case may be, that begins at least two Business Days after the day on which any Monthly Remittance Conditions cease to be satisfied and for so long as the Monthly Remittance Conditions are not satisfied, all collections in respect of the UTI Assets or the related SUBI Assets, as applicable, then held by the Servicer shall be immediately so deposited and all such future collections shall be so remitted by the Servicer to the appropriate account in accordance with this Agreement or the related SUBI Servicing Supplement, as applicable, on a daily basis within two Business Days after receipt thereof. Each SUBI Servicing Supplement shall also provide (i) the terms on which any other funds received by any Servicer, including funds transferred from any of the SUBI Collection Accounts to the extent of (1) the net investment value (as recorded on the books of the Titling Trust) of any Contracts and Leased Vehicles allocated to a SUBI in a Trust Asset Transfer, (2) reimbursement of any Servicer Advances provided for in any Securitized Financing with respect to such SUBI or (3) funding for such SUBI's share of any allocable Titling Trust Expenses will be deposited by the Servicer into the Lease Funding Account (or transferred directly to the Servicer, Grantor or UTI Beneficiary directly, as appropriate) and (ii) whether and under what circumstances any other funds received by the Servicer with respect to a SUBI Asset, including income with respect to any investment made in any SUBI Account, shall be deposited by the Servicer into an appropriate SUBI Account. (c) Except as otherwise provided in Section 7.03, a UTI Supplement or a SUBI Supplement, all Titling Trust Expenses shall be paid out of the Lease Funding Account or from monies held by the Servicer and allocable thereto or distributable in respect thereof, including: (i) any reimbursement due to the Servicer for payments from its own operating accounts in order to fund (A) amounts due to Dealers in payment for the assignment to the Titling Trustee of Contracts and Leased Vehicles occurring prior to the Titling Trustee's notice to the Servicer to cease acquiring Contracts and Leased Vehicles on behalf of the Titling Trustee given pursuant to Section 7.02(c)(ii) and (B) any other Advances made by the Servicer with the consent of the Titling Trustee (to be given at the direction of the UTI Beneficiary or in accordance with the terms of any Securitized Financing), with respect to any Contract or Leased Vehicle, (ii) Servicer fees (and expenses, if any, not covered by the Basic DocumentsServicer fee under any SUBI Servicing Supplement), (iii) Titling Trustee fees and expenses and (iv) other Titling Trust Expenses, if any; provided, however, that, to the extent that any Liability of the Titling Trustee or any Beneficiary is incurred in respect of Affected Trust Assets allocated to one or more Sub-Trusts, then such Liability shall be borne in accordance with Section 3.04, and the Titling Trustee, at the direction of the Servicer, shall transfer periodically from the related SUBI Collection Accounts to the Lease Funding Account each Sub-Trust's appropriate share of such aggregate Liabilities of the Titling Trust. Prior to the funding of the Lease Funding Account from collections on outstanding Contracts or otherwise, the UTI Beneficiary will advance monies to fund the origination of Contracts as described in the UTI Supplement. The Collection Account UTI Supplement or any SUBI Supplement may provide that all or any portion of the collections on the related UTI Assets or SUBI Assets will be established and maintained pursuant deposited in the Lease Funding Account or the related SUBI Lease Funding Account for a period of time specified therein. Prior to an account agreement which specifies New York law as the governing law. In additioncreation of a SUBI, the Collection expenses of the Titling Trust will be advanced by the UTI Beneficiary or funded from collections on the Contracts in the UTI Portfolio, as more fully described in the UTI Supplement. Thereafter, during any period during which there are no monies on deposit in the Lease Funding Account, expenses of the Titling Trust will be advanced by the UTI Beneficiary as and to the extent provided in the UTI Supplement and each SUBI Supplement. (d) All or a portion of the funds deposited into the Lease Funding Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated separately invested by the Indenture Titling Trustee without further consent of the Issuer. All monies deposited from time to time at the direction of the UTI Beneficiary or its designee in any of the Permitted Investments; provided, however, that should the terms of any Securitized Financing impose any more stringent limits on the types or tenors of permitted investments in the Collection Lease Funding Account than are provided for in the definition of Permitted Investments, such limits shall be held by the Indenture Trustee as secured party apply thereto for the benefit period specified in the related Transaction Documents. The Servicer is hereby made the designee of the Noteholders andUTI Beneficiary for such purpose. All income, after payment gain or loss from investment of monies in full the Lease Funding Account shall, unless otherwise specified in the Transaction Documents with respect to any Securitized Financing, be for the account of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account UTI Beneficiary; provided that each such investment shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Titling Trustee, which its nominee or its Financial Intermediary. If at any time the relevant Beneficiary or its designee shall be designated as not have given the "Certificate Distribution Account". The Certificate Distribution Account Titling Trustee a timely investment directive with respect to any account, the Titling Trustee shall be under invest and reinvest any monies in such account(s) in a mutual fund offered by the sole dominion and control Trust Agent or an affiliate thereof meeting the requirements of clause (i) of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part definition of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawPermitted Investments.

Accounts. (a) The Servicer shall, On or prior to the Closing Date, (i) the Issuer shall cause the Servicer to be established establish and maintained an Eligible Deposit Account maintain, in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of to the Notesextent set forth herein, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from Certificateholders, the Collection Account shall be made only upon the terms and conditions as provided in Section 5.01 of the Basic Documents. If Sale and Servicing Agreement and (ii) the Servicer is required Issuer will establish and maintain with the Securities Intermediary and pledge to remit collections the Indenture Trustee for the benefit of the Noteholders the Yield Supplement Account in the name of the Indenture Trustee pursuant to the first sentence Yield Supplement Agreement as provided in Section 5.08 of Section 4.2, all amounts held in the Collection Sale and Servicing Agreement and the Securities Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank Control Agreement. (b) On or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date Closing Date, the Issuer will cause the Seller to, pursuant to the Securities Account Control Agreement, establish and maintain with the Securities Intermediary in the name of the Indenture Trustee, for the Collection Period to which such benefit of the Noteholders, the Reserve Account as provided in Section 5.07 of the Sale and Servicing Agreement. (c) The Indenture Trustee shall transfer all amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds remaining on deposit in the Collection Account shall be withdrawn on the Distribution Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of this Indenture) to the Trust Collection Account at and shall take all necessary or appropriate actions to transfer all of its right, title and interest in the written direction Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Servicer and shall be paid Securityholders, to the Servicer. Owner Trustee for (Nissan 2003-B Indenture) the benefit of the Certificateholders, subject to the limitations set forth herein with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. (d) The Indenture Trustee shall not be liable for investment losses transfer all amounts remaining on deposit in Permitted Investments made the Yield Supplement Account on the Distribution Date on which the Notes of all Classes have been paid in accordance with directions full (or substantially all of the Trust Estate is otherwise released from the Servicer. In lien of this Indenture) to the event that Owner Trustee for the Collection Account is no longer to be maintained at the corporate trust department benefit of the Indenture TrusteeCertificateholders and shall take all necessary or appropriate actions to transfer all of its right, title and interest in the Servicer shallYield Supplement Account, with the Indenture Trustee's all funds or Issuer's assistance as necessaryinvestments held therein and all proceeds thereof, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (whether or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice on behalf of the location and account number of such account Securityholders, to the Indenture Trustee. (b) The Servicer shallOwner Trustee for the benefit of the Certificateholders, prior to which amounts the Closing Date, establish and maintain an administrative subaccount within Owner Trustee shall deposit into the Collection Account at the bank or trust company then maintaining the Trust Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior subject to the Closing limitations set forth herein with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) Each of the Accounts shall be established at the applicable Account Bank. The Servicer shall, prior to the Closing Date, cause to Underlying Entity Accounts shall be established and maintained an Eligible Deposit Account in accordance with the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which respective Underlying Entity Agreement. Buyer shall be designated as the "Collection Account". The Collection Account shall be under the have sole dominion and control (including, without limitation, “control” within the meaning of Section 9-104(a) of the Indenture Trustee; providedUCC) over each Account. Neither Seller nor any Person claiming through or under Seller shall have any claim to or interest in any Account. All Income received by Servicer, that any Relevant Party, or Account Bank in respect of the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals Purchased Assets or any Underlying Assets, as well as any interest received from the Collection reinvestment of such Income, shall be deposited directly into the applicable Trust Account in accordance with Section 5.01(b); provided that Servicer shall be entitled to remit such Income net of applicable Servicer Reimbursement Amounts. (b) If any Income or Escrow Payments are received by any Servicer or any Relevant Party with respect to any Underlying Assets, Seller shall ensure that such amounts are (x) remitted to the applicable Trust Account promptly, but in any event, not later than the second (2nd) Business Day following receipt thereof (or, with respect to amounts remitted by the Servicer, on each monthly remittance date (as specified in the related Servicing Agreement)) and, (y) until so remitted, held in trust for Buyer, segregated from other funds of such Person. By no later than one (1) Business Day prior to the Remittance Date the Trustee shall withdraw all Income and Escrow Payments on deposit in the Trust Accounts net of fees and expenses the Trustee is expressly permitted to retain under the terms of the related Underlying Entity Agreement and the applicable Letter Agreement and remit such amounts to the Waterfall Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturityrelated Underlying Entity Agreement. All interest and other income (net of losses and investment expenses) on funds amounts on deposit in the Collection Waterfall Account shall be withdrawn from applied on each Remittance Date by the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made Bank in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trusteethis Article 5. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shall, prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trustee shall maintain one or more accounts (“Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCCAccounts”) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part on behalf of the Trust Propertywith one or more financial depository institutions (each a “ Financial Institution”). All deposits to and withdrawals from Candidates for the Collection Account positions of Financial Institution shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant fully disclose to the first sentence of Section 4.2Trustee any interest in or relationship with the Purchaser Entities, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank Debtors or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which any other Released Parties. Any such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee or relationship shall not be liable an automatic dis qualification for investment losses the position, but the Trustee shall take any such interest or relationship into account in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trusteeselecting a Financial Institution. (b) The Servicer shallTrustee may, prior from time to the Closing Datetime, establish create such accounts and maintain an administrative subaccount reasonable reserves within the Collection Account at Trust Accounts as authorized in this Section 3.1 and as he or she may deem necessary, prudent or useful in order to provide for distributions to Beneficiaries and the bank payment of Trust Operating Expenses and may, with respect to any such account or trust company then maintaining reserve, restrict the Collection Account, which subaccount use of money therein for a specified purpose (the “Trust Subaccounts”). Any such Trust Subaccounts established by the Trustee shall be designated held as Trust Assets and are not intended to be subject to separate entity tax treatment as a “disputed claims reserve” within the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposesmeaning of the IRC or the Treasury Regulations, or a “disputed ownership fund” within the meaning of the Treasury Regulations, or otherwise. (c) The Servicer shallTrustee may replace any retained Financial Institution with a successor Financial Institution at any time, prior and such successor shall be subject to the Closing Date, cause an Eligible Deposit Account to be established and maintained, considerations set forth in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department Section 3.1(a). (d) The Trustee shall establish two separate subaccounts of the Owner Trustee, Trust to receive funds designated under the Plan for (i) the professional fees of the Beneficiaries (the “ State Opioid Costs and Fees Allocation”) which shall be designated administered exclusively in accordance with the terms set forth on Exhibit 2 hereof, and (ii) the professional fees of the Local Governments (the “Political Subdivision Costs and Fees Allocation”). which shall be administered exclusively in accordance with the terms set forth on Exhibit 3 hereof. (The State Opioid Costs and Fees Allocation and the Political Subdivision Costs and Fees Allocation are sometimes referred to collectively as the "Certificate Distribution Account"“Professionals Fee Funds.”) It is understood that the Trust shall hold the Professionals Fee Funds for administrative convenience and the Trustee shall have no responsibility to administer such Professionals Fee Funds, or to direct the disbursement or investment of such Professionals Fee Funds; provided that (x) the Trustee will disburse the State Opioid Costs and Fees Allocation in accordance with Exhibit 2 and (y) the Trustee will disburse the Political Subdivision Costs and Fees Allocation in according with Exhibit 3. The Certificate Distribution Account shall be under To the sole dominion and control extent the Trustee does not receive any written direction with respect to investment of the Owner Trustee. All monies deposited from time to time Professionals Fee Funds, the Trustee shall hold the funds in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained an interest bearing account at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawFinancial Institution.

Accounts. (a) The Servicer shallUnless otherwise specified in the UTI Supplement, prior the Titling Trustee will establish and maintain with respect to the Closing Date, cause to Undivided Trust Interest a Lease Funding Account satisfying the definition of an Eligible Account. The Lease Funding Account shall be established and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control Titling Trustee on behalf of the Indenture UTI Sub-Trust. None of the Grantor, any Beneficiary or, subject to Section 7.02(c), the holder or pledgee of any UTI Certificate or SUBI Certificate shall have any right to draw on the Lease Funding Account without the express written consent of the Titling Trustee; provided, however, that the Titling Trustee, with the express written consent of the related UTI Beneficiary, shall so consent to the extent provided for in the documentation relating to any Securitized Financing of such UTI Certificate or SUBI Certificate. The Lease Funding Account shall only contain funds relating to UTI Assets. (b) For so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit to the Lease Funding Account collections in respect of any Titling Trust Assets allocable to the Lease Funding Account on a daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day preceding the date identified as a “Distribution Date” in the related UTI Supplement, at which time the Servicer shall so remit all such collections in immediately available funds; provided that (i) investments on which the Trust Agent is the obligor (including repurchase agreements as to which it, in its commercial capacity, is liable as principal), may make deposits mature on the Distribution Date, and (ii) investments made of collections on deposit in a SUBI Collection Account in respect of the related Contracts and Leased Vehicles may mature on such dates as specified by the Titling Trustee at the Servicer’s direction so as to and direct maintain the Indenture Trustee in writing availability of sufficient cash to make withdrawals the payments described in any SUBI Supplement or related SUBI Servicing Supplement. Notwithstanding the foregoing, commencing with the first day of the first period identified as a “Collection Period” in the related UTI Supplement or SUBI Supplement, as the case may be, that begins at least two Business Days after the day on which any Monthly Remittance Conditions cease to be satisfied and for so long as the Monthly Remittance Conditions are not satisfied, all collections in respect of the UTI Assets or the related SUBI Assets, as applicable, then held by the Servicer shall be immediately so deposited and all such future collections shall be so remitted by the Servicer to the appropriate account in accordance with this Agreement or the related SUBI Servicing Supplement, as applicable, on a daily basis within two Business Days after receipt thereof. Each SUBI Servicing Supplement shall also provide (i) the terms on which any other funds received by any Servicer, including funds transferred from any of the SUBI Collection Accounts to the extent of (1) the net investment value (as recorded on the books of the Titling Trust) of any Contracts and Leased Vehicles allocated to a SUBI in a Trust Asset Transfer, (2) reimbursement of any Servicer Advances provided for in any Securitized Financing with respect to such SUBI or (3) funding for such SUBI’s share of any allocable Titling Trust Expenses will be deposited by the Servicer into the Lease Funding Account (or transferred directly to the Servicer, Grantor or UTI Beneficiary directly, as appropriate) and (ii) whether and under what circumstances any other funds received by the Servicer with respect to a SUBI Asset, including income with respect to any investment made in any SUBI Account, shall be deposited by the Servicer into an appropriate SUBI Account. (c) Except as otherwise provided in Section 7.03, a UTI Supplement or a SUBI Supplement, all Titling Trust Expenses shall be paid out of the Lease Funding Account or from monies held by the Servicer and allocable thereto or distributable in respect thereof, including: (i) any reimbursement due to the Servicer for payments from its own operating accounts in order to fund (A) amounts due to Dealers in payment for the assignment to the Titling Trustee of Contracts and Leased Vehicles occurring prior to the Titling Trustee’s notice to the Servicer to cease acquiring Contracts and Leased Vehicles on behalf of the Titling Trustee given pursuant to Section 7.02(c)(ii) and (B) any other Advances made by the Servicer with the consent of the Titling Trustee (to be given at the direction of the UTI Beneficiary or in accordance with the terms of any Securitized Financing), with respect to any Contract or Leased Vehicle, (ii) Servicer fees (and expenses, if any, not covered by the Basic DocumentsServicer fee under any SUBI Servicing Supplement), (iii) Titling Trustee fees and expenses and (iv) other Titling Trust Expenses, if any; provided, however, that, to the extent that any Liability of the Titling Trustee or any Beneficiary is incurred in respect of Affected Trust Assets allocated to one or more Sub-Trusts, then such Liability shall be borne in accordance with Section 3.04, and the Titling Trustee, at the direction of the Servicer, shall transfer periodically from the related SUBI Collection Accounts to the Lease Funding Account each Sub-Trust’s appropriate share of such aggregate Liabilities of the Titling Trust. Prior to the funding of the Lease Funding Account from collections on outstanding Contracts or otherwise, the UTI Beneficiary will advance monies to fund the origination of Contracts as described in the UTI Supplement. The Collection Account UTI Supplement or any SUBI Supplement may provide that all or any portion of the collections on the related UTI Assets or SUBI Assets will be established and maintained pursuant deposited in the Lease Funding Account or the related SUBI Lease Funding Account for a period of time specified therein. Prior to an account agreement which specifies New York law as the governing law. In additioncreation of a SUBI, the Collection expenses of the Titling Trust will be advanced by the UTI Beneficiary or funded from collections on the Contracts in the UTI Portfolio, as more fully described in the UTI Supplement. Thereafter, during any period during which there are no monies on deposit in the Lease Funding Account, expenses of the Titling Trust will be advanced by the UTI Beneficiary as and to the extent provided in the UTI Supplement and each SUBI Supplement. (d) All or a portion of the funds deposited into the Lease Funding Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated separately invested by the Indenture Titling Trustee without further consent of the Issuer. All monies deposited from time to time at the direction of the UTI Beneficiary or its designee in any of the Permitted Investments; provided, however, that should the terms of any Securitized Financing impose any more stringent limits on the types or tenors of permitted investments in the Collection Lease Funding Account than are provided for in the definition of Permitted Investments, such limits shall be held by the Indenture Trustee as secured party apply thereto for the benefit period specified in the related Transaction Documents. The Servicer is hereby made the designee of the Noteholders andUTI Beneficiary for such purpose. All income, after payment gain or loss from investment of monies in full the Lease Funding Account shall, unless otherwise specified in the Transaction Documents with respect to any Securitized Financing, be for the account of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account UTI Beneficiary; provided that each such investment shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Titling Trustee, which its nominee or its Financial Intermediary. If at any time the relevant Beneficiary or its designee shall be designated as not have given the "Certificate Distribution Account". The Certificate Distribution Account Titling Trustee a timely investment directive with respect to any account, the Titling Trustee shall be under invest and reinvest any monies in such account(s) in a mutual fund offered by the sole dominion and control Trust Agent or an Affiliate thereof meeting the requirements of clause (i) of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part definition of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing lawPermitted Investments.

Accounts. (ai) The Servicer shallEach of the Company, prior the Material Subsidiaries of the Group, and WFOEs shall open a dividends collection account with an Account Bank (subject to an account pledge or account control agreement) to receive all dividends, distributions, money, interests, repayment of shareholder loan, repatriation of capital or other income in respect of or pursuant to its ownership and equity interests in its direct Subsidiary(ies) (the Dividends Proceeds), provided that, unless and until a separate dividends collection account of the Company is opened pursuant to this paragraph (in any case, to be opened on or before the earlier of (i) 180 days after the Closing Date, cause and (ii) the date on which any dividends or distributions are paid to be established and maintained an Eligible Deposit the Company for the first time after the Closing Date), the Debt Service Reserve Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account"dividends collection account of the Company. The Collection Account Subject to Agreed Security Principles, account security shall be under granted in respect of each of these dividends collection accounts. No Dividends Proceeds may be withdrawn by any such entity from the sole dominion relevant dividends collection accounts other than to pay the dividends to its direct shareholders pursuant to its ownership and control equity interests held by such direct shareholder or any other purposes agreed by the Majority Lenders. (ii) In respect of the Indenture Trustee; providedDebt Service Reserve Account, the Company shall ensure that the Servicer may make deposits to and direct amount of not less than the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms principal amount of the Basic Documents. The Collection Account Loans scheduled to be repaid (including all accrued interest and fees) on a Repayment Date will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Debt Service Reserve Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not no later than the date falling 15 Business Day immediately Days prior to the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture TrusteeRepayment Date. (biii) The Servicer Company shall use its commercially reasonable endeavours to procure that the Company, the Material Subsidiaries of the Group, and WFOEs shall, prior : (A) open and maintain a revenue collection account (the Revenue Collection Account) with an Account Bank; (B) establish cash pooling arrangements with the Account Banks in relation to the Closing DateRevenue Collection Accounts; and (C) use the Account Banks as the primary account banks of the Group, establish provided that, the obligations of the Company and maintain an administrative subaccount within each Group Member under this paragraph are subject to (i) the relevant Account Bank (or its Affiliate) co-operating with each of the Company and each of the Group Members in opening such Revenue Collection Account at and establishing the bank cash pooling arrangements, (ii) the terms relating to the fees, costs, commissions and expenses charged by the Account Bank (or trust company then maintaining its Affiliate), and the level of services provided by the Account Bank (or its Affiliate) in relation to the opening and maintenance of such Revenue Collection AccountAccounts and cash pooling arrangements being market standard (or better) terms, which subaccount shall be designated as and (iii) the "Principal Distribution Account". The Principal Distribution Revenue Collection Account is established and maintained solely for administrative purposescash pooling arrangements would not interfere the business operation of the Company or any Group Member in any respect. (civ) The Servicer shall, prior Company shall use its commercially reasonable endeavour to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially ensure that at the corporate trust department time of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account opening an account pursuant to this Agreement and paragraph (y), the Indenture shall be held by aggregate balances of all accounts opened with such Account Bank is substantially pro rata according to the Owner Trustee as part proportion of its commitment of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account Term Facility to the Owner Trustee. The Certificate Distribution aggregate commitments of all the Account will be established and maintained pursuant to an account agreement which specifies New York law as Banks under the governing lawTerm Facility.

Accounts. Borrower hereby grants to Agent and Lenders a security interest in all rights of Borrower in and to the Accounts (including all subaccounts thereof) and all sums on deposit therein as additional security for the Obligations. Borrower shall cause all banks or financial institutions other than Agent which are holding any Account to execute and deliver to Agent an Account Agreement with respect to such Account. Subject to the rights of Borrower expressly set forth herein to make withdrawals from, and otherwise give instructions with respect to, the Accounts, Borrower hereby acknowledges and agrees that Agent shall have sole dominion and control of the Accounts. Borrower shall not close any Account without obtaining the prior consent of Agent. Borrower shall not open any Account other than the Accounts open as of the Closing Date (whether in substitution of another Account or otherwise) (a) The Servicer shallwithout delivering to Agent at least ten (10) Business Days prior notice of Borrower’s intention to open a new Account and (b) unless, (i) the bank or other financial institution at which such Account is to be opened is reasonably acceptable to Agent and (ii) prior to the Closing Dateopening of such Account, cause Borrower shall have delivered to be established Agent an Account Agreement with respect to such Account. Borrower shall maintain the Accounts and maintained an Eligible Deposit shall pay all fees and charges with respect thereto when due, and shall keep in full force and effect the Account Agreement with respect thereto. So long as no Event of Default has occurred and is continuing, with the exception of interest allocated to the “Tax and Insurance Premium Reserve Sub-Account” (as defined such term is defined in the name "Cash Management Agreement) all interest earned on amounts deposited in any Accounts (other than the Operating Account) shall be allocated to the Operating Account on a monthly basis. No funds in any Account may be commingled with any other funds of Borrower, Manager, any Affiliate of Borrower or Manager or with any other Person or with any funds contained in any other Account. All sums held in the __________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which ______________________________________________________________________________________________________________ Accounts shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party constitute additional security for the benefit Obligations. At any time following the occurrence and during the continuance of the Noteholders andan Event of Default, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on Agent may apply any funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid Accounts as set forth in Section 9.6 hereof subject to the Servicerrights of Lessees in and to any Security Deposits and otherwise have the rights and remedies with respect to the Accounts set forth in the Loan Documents, at law or equity. The Indenture Trustee Neither Agent nor Lenders shall not be liable for investment losses in Permitted Investments made in accordance with directions from any loss of interest on or any penalty or charge assessed against the Servicer. In the event that the Collection funds in, payable on, or credited to any Account is no longer to be maintained at the corporate trust department as a result of the Indenture Trusteeexercise by Agent of any of its rights, the Servicer shallremedies or obligations under any Loan Document, with the Indenture Trustee's at law or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trusteeequity. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. Within one hundred eight days (180) days after the Closing Date (the “Transition Period”), all of each Borrower’s accounts maintained outside Bank shall be closed and the balances transferred to accounts at Bank and Borrowers shall thereafter maintain all of their depository, operating and investment accounts at Bank. During the Transition Period, the aggregate balance of all accounts not maintained at Bank shall not exceed Five Hundred Thousand Dollars ($500,000) at any time and such accounts are not required to be governed by a control agreement. Notwithstanding anything to the contrary set forth above, Borrowers must maintain accounts at Bank, including without limitation, Collection Account(s), within ninety (90) days after the Closing Date. (a) The Servicer shall, prior Each such Borrower shall (A) segregate collections made from Government Account Debtors from collections made from all other account debtors and customers of such Borrower by (x) instructing all payors (other than payments made by Government Account Debtors) to make payments to the Closing Datedeposit accounts of such Borrower maintained at Bank, cause to be established and maintained an Eligible Deposit (y) notifying all Government Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing Debtors to make withdrawals payments to a deposit account of such Borrower maintained at Bank, the only funds on deposit in which constitute the direct proceeds of payments made by Government Account Debtors (a “Segregated Governmental Account”), and (B) enter into with Bank an irrevocable sweep agreement in form and substance reasonably satisfactory to Bank (a “Sweep Agreement”) with respect to each Segregated Governmental Account, pursuant to which Bank will irrevocably agree to sweep amounts deposited therein on daily basis, but only after the occurrence and during the continuance of any Event of Default, to the Springing DOF Account(s) maintained by a Borrower at Bank as and when funds clear and become available in accordance with Bank’s customary procedures. (b) To the extent any Person, whether a Governmental Account Debtor or otherwise, remits payments to an incorrect deposit account or otherwise makes payments not in accordance with the provisions of this Section 6.6 or a payment direction from the Collection Account a Borrower, such Borrower shall contact such Person and use its best efforts to redirect payment from such Person in accordance with the terms hereof. Bank agrees and confirms that each Borrower will have sole dominion and “control” (within the meaning of Section 9-104 of the Basic Documents. The Collection UCC and the common law) over each of its Segregated Governmental Account will be established and maintained pursuant all funds therein and Bank disclaims any right of any nature whatsoever to an account agreement which specifies New York law as control or otherwise direct or make any claim against the governing law. In addition, the Collection funds held in any Segregated Governmental Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposestime. (c) The Servicer shall, prior Notwithstanding anything contained in this Section 6.6 to the Closing Datecontrary, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account extent that is not covered by a Sweep Agreement required pursuant to this Agreement Section 6.6, immediately upon (and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the any event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten one (101) Business Days (or such longer period not to exceed thirty (30Day of) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of receipt in such account of funds received from any after the occurrence and during the continuance of any Event of Default, each Borrower shall sweep such amounts deposited in such Segregated Governmental Account on a daily basis to the Owner Trustee. The Certificate Distribution Account will be established Springing DOF Accounts(s) maintained by Borrowers at Bank as and maintained pursuant when such funds clear and become available in accordance with Bank’s customary procedures, and each applicable Borrower shall provide and Bank shall have received daily receipts or other evidence reasonably satisfactory to an account agreement it that such Borrower has complied with this Section 6.6(d) on each date on which specifies New York law as the governing lawsuch sweep has occurred.

Accounts. (a) The Servicer shall, prior Prior to the Closing Date, cause to the Servicer shall open, at a depository institution (which may be established the Trustee), the following accounts for the benefit of the Certificateholders: (i) an account denominated "Collection Account--GT 199_-_, ____________, Trustee" (the "Collection Account") and maintained (ii) an Eligible Deposit Account in the name account denominated "Payahead Account--GT 199_-_, _____________, as Indenture Trusteeagent" (the "Payahead Account") and, as secured party from USAA Auto Owner Trust 200_-[ ]collectively, with the Collection Account, the ", initially at the corporate trust department Accounts"). The Accounts shall be Eligible Accounts. The location and account numbers of the Indenture Trustee, which shall be designated Accounts as of the "Collection Account"Closing Date are set forth on Schedule II. The Collection Servicer shall give the Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Account shall be under the sole dominion and control of the Indenture Trustee; providedany related account identification information. All moneys deposited in or credited to, that the Servicer may make deposits from time to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In additiontime, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 part of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies Trust and all moneys deposited in or credited to, from time to time in time, the Collection Account shall be held invested by the Indenture Trustee as secured party for the benefit Trustee, or on behalf of the Noteholders andTrustee by the depository institution maintaining such account, after in Eligible Investments pursuant to Section 4.1(c). (b) If as of the last day of a Collection Period a payment in full an amount less than the scheduled payment of Monthly P&I has been made for a Rule of 78's Contract with respect to which amounts have been deposited in or credited to the NotesPayahead Account in a preceding Collection Period in accordance with Sections 3.1 and 4.2(a), as agent of the Issuer Servicer shall withdraw from the Payahead Account and as part of the Trust Property. All deposits to and withdrawals from deposit into the Collection Account shall be made only upon by the terms and conditions of fifth Business Day preceding the Basic Documents. If Distribution Date immediately succeeding such Collection Period the Servicer is required to remit collections pursuant amount equal to the first sentence difference between such scheduled payment of Section 4.2, all amounts held in the Collection Account shallMonthly P&I and such actual payment, to the extent permitted by applicable law, rules and regulations, be invested, as directed available from amounts deposited in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior credited to the Payment Date for the Collection Period Payahead Account with respect to which such amounts relate and such Permitted Investments shall be held to maturityContract. All interest and other income (net of losses and investment expenses) on funds Amounts on deposit in the Collection Payahead Account shall be withdrawn from invested by the Collection depository institution maintaining the Payahead Account at upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be paid payable to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. Each Servicer is required pursuant to the related Warranty and Servicing Agreement to establish and maintain, in the name of the Trustee on behalf of the Holders of interests in the Trust Fund, a Custodial Account, which shall be an Eligible Account, into which such Servicer shall deposit all amounts, except as otherwise set forth therein, required by the terms thereof, and from which the Servicer shall withdraw such amounts as set forth therein. Funds held in any Custodial Account at any time may be delivered by a Servicer to the Trustee for deposit in an account (awhich may be the Certificate Account and must satisfy the standards for the Certificate Account as set forth in the definition thereof) and for all purposes of this Agreement shall be deemed to be a part of such Custodial Account; provided, however, that the Trustee shall have the sole authority to withdraw any funds held in such account. The Servicer shallTrustee shall establish, prior to the Closing Delivery Date, cause to be established and maintained an Eligible Deposit Account shall maintain, in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture TrusteeTrustee on behalf of the Holders of interests in the Trust Fund, the Certificate Account, which shall be designated as an Eligible Account, into which the "Collection Account". The Collection Account Trustee upon receipt from the Servicers shall be deposit all payments remitted by the Servicers on a Servicer Remittance Date under the sole dominion related Warranty and control Servicing Agreement all amounts received pursuant, to the presentation of claims under the Indenture Trustee; providedSpecial Hazard Insurance Policy, that Pool Insurance Policy and Mortgagor Bankruptcy Bond, and any amounts required to be remitted by the Servicer may make deposits Depositor pursuant to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuerhereof. All monies deposited distributions to be made from time to time to holders of interests in the Collection Account shall be held by Trust Fund out of funds in the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Certificate Account shall be made only upon the terms and conditions by or on behalf of the Basic DocumentsTrustee or Paying Agent. If The Trustee will give notice to each Servicer, the Servicer is required to remit collections pursuant Rating Agencies and the Depositor of the location of the Certificate Account and of any change thereof, prior to the first sentence of Section 4.2, all amounts use thereof. Funds held in the Collection Certificate Account and delivered to the Trustee earlier than one Business Day prior to the next Distribution Date shall, to the extent permitted by applicable law, rules and regulationsif invested, be invested, as directed invested in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Eligible Investments that and shall mature not later than the Business Day immediately preceding such Distribution Date. All income and gain net of any losses realized from any such investment shall be for the benefit of the Trustee and shall be subject to withdrawal at its direction from time to time. The amount of any losses net of any gains not paid to the Trustee incurred in respect of any such investments shall be deposited in the Certificate Account out of the Trustee's own funds immediately as realized. The Trustee shall make, to the extent required or authorized hereunder, withdrawals from the Certificate Account for the following purposes: (i) to pay to any Servicer any amounts to which such Servicer is entitled pursuant to the related Warranty and Servicing Agreement; (ii) to make required deposits into the Expense Reserve Account; (iii) to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (iv) to make required distributions to the Certificateholders pursuant to Section 4.02; and (v) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Article IX hereof. The Trustee shall, prior to the Payment Date for Delivery Date, establish and maintain, in the Collection Period to name of the Trustee on behalf of the Holders of interests in the Trust Fund, the Expense Reserve Account, which such amounts relate and such Permitted Investments shall be an Eligible Account, into which the Trustee shall deposit on the Distribution Date an amount equal to the Administrative Fee with respect to the Mortgage Loans, less the applicable Trustee's Fee, upon receipt from the Servicers under the related Warranty and Servicing Agreement or otherwise. So long as it does not adversely affect the rating on the Certificates, the Expense Reserve Account may be maintained with the Trustee. The Trustee will give notice to the Rating Agencies and the Depositor of the location of the Expense Reserve Account and any change thereof, prior to the use thereof. Funds held to maturity. All interest in the Expense Reserve Account shall be invested in Eligible Investments and retained in the Expense Reserve Account and all income and other income (net gains from investment of losses and investment expenses) on funds moneys deposited in the Expense Reserve Account shall be deposited in the Expense Reserve Account immediately upon receipt. Any amounts on deposit in the Collection Expense Reserve Account shall be withdrawn from the Collection Expense Reserve Account at in the written direction amounts required for application as follows: first, to the payment of the Servicer Trustee Fee to the Trustee, to the extent such Trustee Fee has not been paid, and second, to the payment of the premiums on the Special Hazard Insurance Policy, Pool Insurance Policy and Mortgagor Bankruptcy Bond as and when due. Upon the termination of the Trust Fund pursuant to the terms hereof, any amounts remaining on deposit in the Expense Reserve Account shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department Holder of the Indenture Trustee, Class 1-R Certificate upon surrender for the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice payment of the location and account number of such account to the Indenture Trusteefinal distribution thereon. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) 7.1 The Servicer shall, prior Lender may place to the Closing Date, cause credit of an interest bearing suspense account any monies received under or in connection with this guarantee in order to be established and maintained an Eligible Deposit Account in preserve the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department rights of the Indenture Trustee, which shall be designated as Lender to prove for the "Collection Account". The Collection Account shall be under full amount of all its claims against the sole dominion and control Borrowers or any other person in respect of the Indenture Trustee; provided, that the Servicer Guaranteed Obligations. 7.2 The Lender may make deposits to at any time and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time apply all or any monies held in any suspense account in or towards satisfaction of any of the monies, obligations and liabilities that are the subject of this guarantee as the Lender, in its absolute discretion, may conclusively determine. Notwithstanding any such payment, in any proceedings in liquidation, administration, composition or arrangement, (or analogous thereto in any jurisdiction), the Lender may prove for and agree to accept any dividend or composition in respect of the whole or any part of any of the Guaranteed Obligations as if this guarantee had not been given. Any excess amount recovered by the Lender and held in such suspense account shall be returned to the Guarantor. 7.3 If this guarantee ceases for any reason whatsoever to be continuing, the Lender may open a new account or accounts in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit name of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. Borrowers. 7.4 If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank Lender does not open a new account or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made accounts in accordance with directions clause 7.3, it shall nevertheless be treated as if it had done so at the time that this guarantee ceased to be continuing whether by termination, calling in or otherwise, in relation to the Borrowers. 7.5 As from the Servicer. In time of opening or deemed opening of a new account or accounts, all payments made to the event that the Collection Account is no longer to be maintained at the corporate trust department Lender by or on behalf of the Indenture Trustee, Borrowers shall be credited or be treated as having been credited to the Servicer shall, with new account or accounts and shall not operate to reduce the Indenture Trustee's or Issuer's assistance as necessary, cause an Eligible Deposit Account to be established as amount for which this guarantee is available at that time nor shall the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice liability of the location and account number of such account to the Indenture TrusteeGuarantor under this guarantee in any manner be reduced or affected by any subsequent transactions, receipts or payments. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) Prior to the Closing Date there shall have been established (i) the Ford Credit Deposit Account, pursuant to which Ford Credit has agreed to deposit collections on the Ford Credit Receivables, as more specifically described in the Ford Credit Servicing Agreement and (ii) a Huntington Deposit Account, pursuant to which Huntington shall deposit collections on the Huntington Receivables, as more specifically described in the Huntington Purchase and Servicing Agreement. Each of the forgoing deposit accounts were established and shall initially be maintained with the Depository Institution. On the second Business Day prior to each Payment Date, the Indenture Trustee shall withdraw from each such deposit account for deposit into the Collection Account the Available Collections for the related Collection Period. All monies owned by the Issuer deposited from time to time in the foregoing deposit accounts shall be held by the Depository Institution for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property; provided, however, that all monies owned by the Seller or other third parties deposited from time to time in the foregoing deposit accounts shall not be so held and shall not be available for deposit into the Collection Account and shall not be available to make payments in respect of the Notes or the Certificates. (b) The Servicer Indenture Trustee shall, prior to the Closing Date, cause to be established and maintained an two Eligible Deposit Account Accounts in the name "__________Wells Fargo Bank, National Association, as Indenture Trustee, as secured Trustee and a▇ ▇▇▇ured party from USAA for GS Auto Owner Loan Trust 200_-[ ]2004-1", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account" and the "Principal Distribution Account," respectively. The Collection Account and the Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account and the Principal Distribution Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account and the Principal Distribution Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders Indenture Secured Parties and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account and the Principal Distribution Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all All amounts held in the Collection Account and the Principal Distribution Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank depository institution or trust company then maintaining the Collection Account and the Principal Distribution Account in specified Permitted Investments that mature not later than the second Business Day immediately prior to the Payment Date (or if the Rating Agency Condition is satisfied, not later than such Payment Date) for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account or the Principal Distribution Account is no longer to be maintained at the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Issuer's assistance as necessary, Trustee shall cause an Eligible Deposit Account to be established as the Collection Account or Principal Distribution Account, as applicable, within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes). (c) [Reserved]. (d) The Servicer Indenture Trustee shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA GS Auto Owner Loan Trust 200_-[ ] 2004-1 Certificate Distribution Account", initially at the corporate trust department of the Owner Indenture Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Indenture Trustee, the Servicer Indenture Trustee shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and shall give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer shallhas established an account or accounts in the name of HMFC (the "Local Remittance Account"). All payments on the Receivables mailed by Obligors or any other Person to a Post Office Box or otherwise delivered to the Servicer shall be deposited by the Lockbox Bank, as remittance processor pursuant to a separate arrangement with the Servicer not through the Corporate Trust Office of the Indenture Trustee, or the Servicer, as applicable, on a daily basis into the Local Remittance Account, from which the available funds related to the Receivables will be swept by the Servicer within two Business Days to the Collection Account; provided, however, that if the Servicer fails to transfer such payments to the Collection Account within two Business Days or the Servicer shall for any reason no longer be acting as Servicer, HMFC at its expense shall deliver to the successor Servicer all documents and records relating to the Post Office Boxes and cause the Lockbox Bank pursuant to a separate arrangement with the Servicer not through the Corporate Trust Office of the Indenture Trustee to transfer payments related to the Receivables directly from the Post Office Box to the Collection Account. Amounts on deposit in the Local Remittance Account shall not be invested. (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be established established, an account with and maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee, which shall be designated as Trustee (the "Collection Account". The Collection Account ), which shall be under the sole dominion maintained as an Eligible Account and control of the Indenture Trustee; provided, shall bear a designation clearly indicating that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes amounts deposited thereto are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders andNoteholders. (ii) The Issuer, after payment in full for the benefit of the NotesNoteholders, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Basic Documents. If cause the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held establish with and maintain in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate 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 Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the corporate trust department name of the Indenture TrusteeTrustee an Eligible Account (including the subaccounts referred to in clause (iv) below, the "Note Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer shall, to establish with and maintain in the name of the Indenture Trustee's or Issuer's assistance as necessary, cause Trustee an Eligible Deposit Account (the "Reserve Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iv) The Issuer shall also cause to be established as the Collection Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an two administrative subaccount subaccounts within the Collection Account at the bank or trust company then maintaining the Collection Note Distribution Account, which subaccount subaccounts shall be designated as the "Interest Distribution Account" and the "Principal Distribution Account", respectively. The Interest Distribution Account and the Principal Distribution Account is are established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.