Common use of Collections Clause in Contracts

Collections. (a) The Servicer shall remit daily to the Collection Account all payments received from or on behalf of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments received from or on behalf of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which has been satisfied or the Servicer’s then-current short-term credit rating proposed alternative collections remittance schedule is not at least equal otherwise acceptable to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditAgencies. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(BB) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank7.01. Notwithstanding the foregoing, immediately commencing with the first Collection Period that begins at least two (2) Business Days following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)) and for so long as such condition continues to exist, the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer Seller or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received from or on behalf of by the Obligors Servicer on or in respect of the Receivables (including Liquidation Proceeds and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited received by the Servicer in connection with the Collection Account repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but later determined by excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the Servicer in its reasonable opinion to have resulted from mistaken deposits or postingsclose of business on the second Business Day after such receipt; provided, which amounts have not been previously reimbursed to however, that for so long as (i) CarMax is the Servicer, and (ii) any prepayment charge no Event of Servicing Termination shall have occurred and other administrative fees be continuing and expenses or similar charges which shall be retained (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Condition”), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as remit any such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above amounts received during any Collection Period to the Collection Account in immediately available funds on each Deposit the Business Day preceding the Distribution Date for so long following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (i) (A) including Liquidation Proceeds and all amounts received by the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance connection with the Basic Documents, repossession and sale of a Financed Vehicle (Cwhether or not the related Receivable has been classified as a Defaulted Receivable)) (x) the Required Servicer Rating are received in respect of a Receivable as to which there is satisfied, or (y) if the Required Servicer Rating is not satisfiedan unreimbursed Simple Interest Advance, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal retain such amounts to the Required Deposit Rating extent of such unreimbursed Simple Interest Advance (and providing that shall apply the Indenture Trustee may draw thereon in amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the event that the Servicer fails balance of such amounts to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if anyAccount; and, provided further, that if the Servicer shall have obtained a shall, if it determines that it has made an Unreimbursed Servicer Letter Advance, retain amounts received on or in respect of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day Receivables to the extent that the aggregate amount of collections described set forth in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditSection 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause clauses (i)(Bii) above or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Seller Depositor or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or written notice of such event or circumstance from the Letter Holders of Credit BankNotes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the The Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held Closing Date all amounts received by the Servicer which should have been deposited into on or in respect of the Collection Account but were not, thereby resulting in a payment under Receivables (including Liquidation Proceeds and all amounts received by the Servicer Letter in connection with the repossession and sale of Credit, if any, shall a Financed Vehicle (whether or not be remitted the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the Collection Account, but shall instead be paid immediately and directly to second Business Day preceding the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankClosing Date.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments received from or on behalf of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as provided the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to Trustees written confirmation from each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to proposed alternative collections remittance schedule will not result in the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter reduction of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount withdrawal of the Servicer Letter rating then assigned to any Class of CreditNotes. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank7.01. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer Seller or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received from or on behalf of by the Obligors Servicer on or in respect of the Receivables (including Liquidation Proceeds and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited received by the Servicer in connection with the Collection Account repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but later determined by excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the Servicer in its reasonable opinion to have resulted from mistaken deposits or postingsclose of business on the second Business Day after such receipt; provided, which amounts have not been previously reimbursed to however, that for so long as (i) CarMax is the Servicer, and (ii) any prepayment charge no Event of Servicing Termination shall have occurred and other administrative fees be continuing and expenses or similar charges which shall be retained (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch Ratings, Inc. (the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Condition”), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as remit any such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above amounts received during any Collection Period to the Collection Account in immediately available funds on each Deposit the Business Day preceding the Distribution Date for so long following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (i) (A) including Liquidation Proceeds and all amounts received by the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance connection with the Basic Documents, repossession and sale of a Financed Vehicle (Cwhether or not the related Receivable has been classified as a Defaulted Receivable)) (x) the Required Servicer Rating are received in respect of a Receivable as to which there is satisfied, or (y) if the Required Servicer Rating is not satisfiedan unreimbursed Simple Interest Advance, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal retain such amounts to the Required Deposit Rating extent of such unreimbursed Simple Interest Advance (and providing that shall apply the Indenture Trustee may draw thereon in amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the event that the Servicer fails balance of such amounts to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if anyAccount; and, provided further, that if the Servicer shall have obtained a shall, if it determines that it has made an Unreimbursed Servicer Letter Advance, retain amounts received on or in respect of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day Receivables to the extent that the aggregate amount of collections described set forth in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditSection 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause clauses (i)(Bii) above or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Seller Depositor or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or written notice of such event or circumstance from the Letter Holders of Credit BankNotes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the The Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held Closing Date all amounts received by the Servicer which should have been deposited into on or in respect of the Collection Account but were not, thereby resulting in a payment under Receivables (including Liquidation Proceeds and all amounts received by the Servicer Letter in connection with the repossession and sale of Credit, if any, shall a Financed Vehicle (whether or not be remitted the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the Collection Account, but shall instead be paid immediately and directly to second Business Day preceding the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankClosing Date.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments amounts received from or on behalf of by the Obligors Servicer on or in respect of the Receivables (including Liquidation Proceeds and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited received by the Servicer in connection with the Collection Account repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but later determined by excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the Servicer in its reasonable opinion to have resulted from mistaken deposits or postingsclose of business on the second Business Day after such receipt; provided, which amounts have not been previously reimbursed to however, that for so long as (i) CarMax is the Servicer, and (ii) any prepayment charge no Event of Servicing Termination shall have occurred and other administrative fees be continuing and expenses or similar charges which (iii) the Rating Agency Condition shall be retained by the Servicer and Supplemental Servicing Fees; providedhave been satisfied (each, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed a “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Condition”), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as remit any such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above amounts received during any Collection Period to the Collection Account in immediately available funds on each Deposit the Business Day preceding the Distribution Date for so long following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (i) (A) including Liquidation Proceeds and all amounts received by the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance connection with the Basic Documents, repossession and sale of a Financed Vehicle (Cwhether or not the related Receivable has been classified as a Defaulted Receivable)) (x) the Required Servicer Rating are received in respect of a Receivable as to which there is satisfied, or (y) if the Required Servicer Rating is not satisfiedan unreimbursed Simple Interest Advance, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal retain such amounts to the Required Deposit Rating extent of such unreimbursed Simple Interest Advance (and providing that shall apply the Indenture Trustee may draw thereon in amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the event that the Servicer fails balance of such amounts to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if anyAccount; and, provided further, that if the Servicer shall have obtained a shall, if it determines that it has made an Unreimbursed Servicer Letter Advance, retain amounts received on or in respect of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day Receivables to the extent that the aggregate amount of collections described set forth in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditSection 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(Bii) above or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Seller Depositor or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or written notice of such event or circumstance from the Letter Holders of Credit BankNotes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the The Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held Closing Date all amounts received by the Servicer which should have been deposited into on or in respect of the Collection Account but were not, thereby resulting in a payment under Receivables (including Liquidation Proceeds and all amounts received by the Servicer Letter in connection with the repossession and sale of Credit, if any, shall a Financed Vehicle (whether or not be remitted the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the Collection Account, but shall instead be paid immediately and directly to second Business Day preceding the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankClosing Date.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments received from or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (aSection 4.02(a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b)below, the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause Section 4.02 (a) above upon compliance with the specific terms and conditions set forth below in this Section and for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of Section 4.02(a), the Servicer will be permitted to remit such collections referred to in clause (a) above to the Collection Account in immediately available funds funds, on each Deposit Date but only for so long as (i) ) (A) the Servicer shall be AHFC, (B) except as provided in clause (ii) below, the Required Servicer Rating is satisfied and (C) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived continuing, provided, however, that immediately following the non-compliance with clause (B) above or in accordance with the Basic Documentsevent that an event of the nature specified in Section 7.01(c) has occurred (notwithstanding any period of grace contained in such clause), the Servicer shall remit such collections to the Collection Account on a daily basis within two Business Days of receipt thereof, or (ii)(A) if the conditions specified in clause (i)(A) and (C) (x) the Required Servicer Rating is above are satisfied, or and (yB) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, basis or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (yii) above, the Servicer satisfies provides to the Rating Agency Condition with respect to Indenture Trustee, from each Rating Agency for which the Servicer’s 's then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency Agency, a letter to the effect that the satisfaction of the conditions in clause (ii) above and allowing the Servicer to make monthly deposits will not result in a qualification, reduction or withdrawal of its then-current rating of any Class of Notes and, if applicable, provides the Indenture Trustee with an Officer’s 's Certificate from the Servicer to the effect that the Servicer’s 's then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause clause (1ii) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (aSection 4.02(a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditCredit Amount. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(Bi)(C) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s 's Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “"payments made on behalf of Obligors” " shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into it determines are to be remitted (or any of its own funds which the Collection Account but were not, thereby resulting Seller or the Servicer determines to pay to the Letter of Credit Bank) in respect of a failure previously to remit collections which failure resulted in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s 's Certificate related to the previous failure to remit funds and an Officer’s 's Certificate which includes a statement identifying, by reference to the items in such related Servicer’s 's Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s 's Certificate and any Officer’s 's Certificate delivered with any such payment to the Letter of Credit Bank. (c) The Servicer shall deposit all Payments Ahead in the Payahead Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Collection Account pursuant to Section 4.06(a)(i). Notwithstanding the foregoing, so long as the Servicer is permitted to remit collections to the Collection Account on a monthly basis pursuant to Section 4.02(b), the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 4.06(a)(ii). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which the Servicer is no longer permitted to remit collections to the Collection Account on a monthly basis pursuant to Section 4.02(b), and until such time as the Servicer is once again permitted by Section 4.02(b) to remit collections to the Collection Account on a monthly basis, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received from or on behalf of by the Obligors Servicer on or in respect of the Receivables (including Liquidation Proceeds and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited received by the Servicer in connection with the Collection Account repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but later determined by excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the Servicer in its reasonable opinion to have resulted from mistaken deposits or postingsclose of business on the second Business Day after such receipt; provided, which amounts have not been previously reimbursed to however, that for so long as (i) CarMax is the Servicer, and (ii) any prepayment charge no Event of Servicing Termination shall have occurred and other administrative fees be continuing and expenses or similar charges which shall be retained (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “P-1” by Moody’s (the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Condition”), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as remit any such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above amounts received during any Collection Period to the Collection Account in immediately available funds on each Deposit the Business Day preceding the Distribution Date for so long following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (i) (A) including Liquidation Proceeds and all amounts received by the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance connection with the Basic Documents, repossession and sale of a Financed Vehicle (Cwhether or not the related Receivable has been classified as a Defaulted Receivable)) (x) the Required Servicer Rating are received in respect of a Receivable as to which there is satisfied, or (y) if the Required Servicer Rating is not satisfiedan unreimbursed Simple Interest Advance, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal retain such amounts to the Required Deposit Rating extent of such unreimbursed Simple Interest Advance (and providing that shall apply the Indenture Trustee may draw thereon in amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the event that the Servicer fails balance of such amounts to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if anyAccount; and, provided further, that if the Servicer shall have obtained a shall, if it determines that it has made an Unreimbursed Servicer Letter Advance, retain amounts received on or in respect of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day Receivables to the extent that the aggregate amount of collections described set forth in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditSection 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause clauses (i)(Bii) above or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Seller Depositor or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or written notice of such event or circumstance from the Letter Holders of Credit BankNotes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the The Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held Closing Date all amounts received by the Servicer which should have been deposited into on or in respect of the Collection Account but were not, thereby resulting in a payment under Receivables (including Liquidation Proceeds and all amounts received by the Servicer Letter in connection with the repossession and sale of Credit, if any, shall a Financed Vehicle (whether or not be remitted the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the Collection Account, but shall instead be paid immediately and directly to second Business Day preceding the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankClosing Date.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments amounts received from or on behalf of by the Obligors Servicer on or in respect of the Receivables (including Liquidation Proceeds and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited received by the Servicer in connection with the Collection Account repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but later determined by excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the Servicer in its reasonable opinion to have resulted from mistaken deposits or postingsclose of business on the second Business day after such receipt; provided, which amounts have not been previously reimbursed to however, that for so long as (i) CarMax is the Servicer, and (ii) any prepayment charge no Event of Servicing Termination shall have occurred and other administrative fees be continuing and expenses or similar charges which (iii) the Rating Agency Condition shall be retained by the Servicer and Supplemental Servicing Fees; providedhave been satisfied (each, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed a “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Condition”), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as remit any such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above amounts received during any Collection Period to the Collection Account in immediately available funds on each Deposit the Business Day preceding the Distribution Date for so long following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (i) (A) including Liquidation Proceeds and all amounts received by the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance connection with the Basic Documents, repossession and sale of a Financed Vehicle (Cwhether or not the related Receivable has been classified as a Defaulted Receivable)) (x) the Required Servicer Rating are received in respect of a Receivable as to which there is satisfied, or (y) if the Required Servicer Rating is not satisfiedan unreimbursed Simple Interest Advance, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal retain such amounts to the Required Deposit Rating extent of such unreimbursed Simple Interest Advance (and providing that shall apply the Indenture Trustee may draw thereon in amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the event that the Servicer fails balance of such amounts to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if anyAccount; and, provided further, that if the Servicer shall have obtained a shall, if it determines that it has made an Unreimbursed Servicer Letter Advance, retain amounts received on or in respect of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day Receivables to the extent that the aggregate amount of collections described set forth in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditSection 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(Bii) above or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Seller Depositor or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or written notice of such event or circumstance from the Letter Holders of Credit BankNotes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the The Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held Closing Date all amounts received by the Servicer which should have been deposited into on or in respect of the Collection Account but were not, thereby resulting in a payment under Receivables (including Liquidation Proceeds and all amounts received by the Servicer Letter in connection with the repossession and sale of Credit, if any, shall a Financed Vehicle (whether or not be remitted the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the Collection Account, but shall instead be paid immediately and directly to second Business Day preceding the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankClosing Date.

Collections. (a) The Subject to the provisions of subsection (b) below, the Servicer shall remit daily to the Collection Account (i) all payments received from by or on behalf of the Obligors (including, subject to the next two sentences, Payaheads on or in the Receivables, but excluding payments with respect of the to Purchased Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer included in the Collection Account but later determined by the Servicer in its reasonable opinion Supplemental Servicing Fee), including amounts treated as collections on Balloon Payment Receivables and Final Payment Receivables pursuant to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, Section 3.2(d) and (ii) any prepayment charge all Liquidation Proceeds and other administrative fees and expenses or similar charges which shall be retained all Recoveries, received by the Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Day after receipt thereof. Collections of Payaheads shall be deposited in the Collection Account, pursuant to the preceding sentence for purposes of administrative convenience only, pending determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(h)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, such amounts shall not be deemed “received” transferred to the Collection Account until such time due. MMCA, for so long as it is acting as the Obligor is identified and the payment is allocated as suchServicer, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (athe immediately preceding paragraph. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 4.2(a) above and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 4.2(a), the Servicer will be permitted to shall remit collections referred to in clause (a) above received during a Collection Period to the Collection Account in immediately available funds on each Deposit the Business Day prior to the related Payment Date but only for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, or (y) if the Required Servicer Rating a Monthly Remittance Condition is not satisfied, the Servicer shall have obtained may utilize an alternative remittance schedule (1) a which may include the remittance schedule utilized by the Servicer Letter of Credit issued by a depository institution or insurance companybefore the Monthly Remittance Condition became unsatisfied), as if the case may be, having a short-term credit rating at least equal Servicer provides to the Required Deposit Rating Owner Trustee and providing that the Indenture Trustee may draw thereon written confirmation from the Rating Agencies that such alternative remittance schedule will not result in the event that downgrading or withdrawal by the Servicer fails to deposit collections into Rating Agencies of the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory ratings then assigned to the Indenture Trustee Notes and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditCertificates. The Owner Trustee or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause clauses (i)(Bii) above or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, 's Certificate or written notice from Securityholders as provided in Section 7.01 the Holders of Notes evidencing not less than 25% of the principal balance of the then outstanding Notes or from the Letter Holders of Credit Bank. Notwithstanding Certificates evidencing not less than 25% of the foregoing, immediately following Certificate Balance or a Responsible Officer in the Corporate Trust Office with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. (xb) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, as soon as practicable, but shall instead be paid immediately and directly in no event after the close of business on the second Business Day after receipt thereof by the subservicer (but subject to the Letter provisions of Credit Bank. The Servicer shall also be permitted Section 4.2(a)) the amounts referred to reimburse in Section 4.2(a) in respect of a Receivable being serviced by the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Banksubservicer.

Collections. (a) The Subject to the provisions of subsection (b) below, the Servicer shall remit daily to the Collection Account (i) all payments received from by or on behalf of the Obligors (including, subject to the next two sentences, Payaheads on or in the Receivables, but excluding payments with respect of the to Purchased Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer included in the Collection Account but later determined by the Servicer in its reasonable opinion Supplemental Servicing Fee), including amounts treated as collections on Final Payment Receivables pursuant to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, Section 3.2(d) and (ii) any prepayment charge all Liquidation Proceeds and other administrative fees and expenses or similar charges which shall be retained all Recoveries, received by the Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Day after receipt thereof. Collections of Payaheads shall be deposited in the Collection Account, pursuant to the preceding sentence for purposes of administrative convenience only, pending determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(e)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, such amounts shall not be deemed “received” transferred to the Collection Account until such time due. MMCA, for so long as it is acting as the Obligor is identified and the payment is allocated as suchServicer, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (athe immediately preceding paragraph. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 4.2(a) above and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 4.2(a), the Servicer will be permitted to shall remit collections referred to in clause (a) above received during a Collection Period to the Collection Account in immediately available funds on each Deposit the Business Day prior to the related Payment Date but only for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, or (y) if the Required Servicer Rating a Monthly Remittance Condition is not satisfied, the Servicer shall have obtained may utilize an alternative remittance schedule (1) a which may include the remittance schedule utilized by the Servicer Letter of Credit issued by a depository institution or insurance companybefore the Monthly Remittance Condition became unsatisfied), as if the case may be, having a short-term credit rating at least equal Servicer provides to the Required Deposit Rating Owner Trustee and providing that the Indenture Trustee may draw thereon written confirmation from the Rating Agencies that such alternative remittance schedule will not result in the event that downgrading or withdrawal by the Servicer fails to deposit collections into Rating Agencies of the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory ratings then assigned to the Indenture Trustee Notes and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditCertificates. The Owner Trustee or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause clauses (i)(Bii) above or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, 's Certificate or written notice from Securityholders as provided in Section 7.01 the Holders of Notes evidencing not less than 25% of the principal balance of the then outstanding Notes or from the Letter Holders of Credit Bank. Notwithstanding Certificates evidencing not less than 25% of the foregoing, immediately following Certificate Balance or a Responsible Officer in the Corporate Trust Office with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. (xb) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, as soon as practicable, but shall instead be paid immediately and directly in no event after the close of business on the second Business Day after receipt thereof by the subservicer (but subject to the Letter provisions of Credit Bank. The Servicer shall also be permitted Section 4.2(a)) the amounts referred to reimburse in Section 4.2(a) in respect of a Receivable being serviced by the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Banksubservicer.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received from by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds within two (2) not later than the first Business Days Day after receipt thereof. For purposes of this Article V, in each case, minus (i) an amount equal to amounts previously deposited the phrase “payments received by or on behalf of the Servicer in the Collection Account but later determined Obligors” shall mean payments made by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to Persons other than the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) . Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b)foregoing, the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “P-1” by Moody’s and conditions NMAC’s short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor’s, Nissan Capital of America, Inc.’s short-term unsecured debt obligations) are fulfilled. Accordinglyrated “A-1” by Standard & Poor’s (so long as Moody’s and Standard & Poor’s are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”); the Servicer will shall not be permitted required to remit such collections referred to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in clause (a) above respect of the related Collection Period to the Collection Account in immediately available funds funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on each Deposit Date which any Monthly Remittance Condition ceases to be satisfied and for so long as (i) (A) any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be AHFC, immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (Bother than payments on Warranty Receivables and the Administrative Receivables) no Servicer Default or Event of Default and all Net Liquidation Proceeds shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, remitted by the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or daily basis not later than the first Business Day after receipt thereof. (2b) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the The Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, or the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Owner Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (i)(Biii) above that would require daily remittance by of the Servicer to definition of the Collection Account Monthly Remittance Condition unless a Responsible Officer the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or from the Letter Holders of Credit Bank. Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)if a Monthly Remittance Condition is not satisfied, the Servicer shall remit all collections referred to in clause may utilize an alternative remittance schedule (a) above to which may include the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held remittance schedule utilized by the Servicer which should have been deposited into before the Collection Account but were notMonthly Remittance Condition became unsatisfied), thereby resulting in a payment under if the Servicer Letter of Credit, if any, shall not be remitted provides to the Collection Account, but shall instead be paid immediately Owner Trustee and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of each such Servicer’s Certificate and the ratings then assigned to any Officer’s Certificate delivered with any such payment to the Letter Class of Credit BankNotes.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments received from or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (aSection 4.02(a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b)below, the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (aSection 4.02(a) above upon compliance with the specific terms and conditions set forth below in this Section and for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of Section 4.02(a), the Servicer will be permitted to remit such collections referred to in clause (a) above to the Collection Account in immediately available funds funds, on each Deposit Date but only for so long as (i) (Ai)(A) the Servicer shall be AHFC, (B) except as provided in clause (ii) below, the Required Servicer Rating is satisfied and (C) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived continuing, provided, however, that immediately following the non-compliance with clause (B) above or in accordance with the Basic Documentsevent that an event of the nature specified in Section 7.01(c) has occurred (notwithstanding any period of grace contained in such clause), the Servicer shall remit such collections to the Collection Account on a daily basis within two Business Days of receipt thereof, or (ii)(A) if the conditions specified in clause (i)(A) and (C) (x) the Required Servicer Rating is above are satisfied, or and (yB) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, basis or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (yii) above, the Servicer satisfies provides to the Rating Agency Condition with respect to Indenture Trustee, from each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency Agency, a letter to the effect that the satisfaction of the conditions in clause (ii) above and allowing the Servicer to make monthly deposits will not result in a qualification, reduction or withdrawal of its then-current rating of any Class of Notes and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause clause (1ii) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (aSection 4.02(a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditCredit Amount. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(Bi)(C) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into it determines are to be remitted (or any of its own funds which the Collection Account but were not, thereby resulting Seller or the Servicer determines to pay to the Letter of Credit Bank) in respect of a failure previously to remit collections which failure resulted in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank. (c) The Servicer shall deposit all Payments Ahead in the Payahead Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Collection Account pursuant to Section 4.06(a)(i). Notwithstanding the foregoing, so long as the Servicer is permitted to remit collections to the Collection Account on a monthly basis pursuant to Section 4.02(b), the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 4.06(a)(ii). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which the Servicer is no longer permitted to remit collections to the Collection Account on a monthly basis pursuant to Section 4.02(b), and until such time as the Servicer is once again permitted by Section 4.02(b) to remit collections to the Collection Account on a monthly basis, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received from by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds within two (2) not later than the first Business Days Day after receipt thereof. For purposes of this Article V, in each case, minus (i) an amount equal to amounts previously deposited the phrase "payments received by or on behalf of the Servicer in the Collection Account but later determined Obligors" shall mean payments made by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to Persons other than the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) . Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b)foregoing, the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms (i) NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and conditions NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are fulfilled. Accordinglyrated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the "Monthly Remittance Conditions"); the Servicer will shall not be permitted required to remit such collections referred to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in clause (a) above respect of the related Collection Period to the Collection Account in immediately available funds funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on each Deposit Date which any Monthly Remittance Condition ceases to be satisfied and for so long as (i) (A) any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be AHFC, immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (Bother than payments on Warranty Receivables and the Administrative Receivables) no Servicer Default or Event of Default and all Net Liquidation Proceeds shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, remitted by the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or daily basis not later than the first Business Day after receipt thereof. (2b) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the The Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, or the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Owner Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (i)(Biii) above that would require daily remittance by of the Servicer to definition of the Collection Account Monthly Remittance Condition unless a Responsible Officer the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 's Certificate or from the Letter Holders of Credit Bank. Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)if a Monthly Remittance Condition is not satisfied, the Servicer shall remit all collections referred to in clause may utilize an alternative remittance schedule (a) above to which may include the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held remittance schedule utilized by the Servicer which should have been deposited into before the Collection Account but were notMonthly Remittance Condition became unsatisfied), thereby resulting in a payment under if the Servicer Letter of Credit, if any, shall not be remitted provides to the Collection Account, but shall instead be paid immediately Owner Trustee and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of each such Servicer’s Certificate and the ratings then assigned to any Officer’s Certificate delivered with any such payment to the Letter Class of Credit BankNotes.

Collections. (a) The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit daily to the Collection Deposit Account all payments received from by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds collected during the related Collection Period, prior to 11:00 A.M. (New York time) on or in respect the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Net Liquidation Proceeds within two (2) Business Days after of receipt thereof, in each case, minus . The commingling conditions are as follows: (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to DCS must be the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (Ciii) (x) the Required Servicer Rating is satisfied, DCS must maintain a short-term rating of at least "A-1" by Standard & Poor's and "P-1" by Moody's or (y) if the Required Servicer Rating is not satisfieddaily remittances occur hereunder, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance companyprior to ceasing daily remittances, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to each Rating Agency for which the contrary, so long as DCS is the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate DCS may withhold from the Servicer deposit into the Deposit Account any amounts indicated on the related Servicer's Certificate as being due and payable to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event DCS or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller and pay such amounts directly to DCS or the Servicer in an Officer’s CertificateSeller, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) aboveapplicable. For purposes of this Article V, the phrase “"payments made by or on behalf of Obligors” " shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. In the event the commingling conditions cease to be met, the Servicer or the Letter shall make daily remittance of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted collections to the Collection AccountDeposit Account within two Business Days of receipt thereof; provided however, but shall instead be paid immediately and directly to the Letter daily remittance may commence no later than five Business Days following a reduction of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied DCS's short-term ratings below "A-1" by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, Standard & Poor's or "P-1" by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankMoody's.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received from or on behalf of by the Obligors Servicer on or in respect of the Receivables (including Liquidation Proceeds and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited received by the Servicer in connection with the Collection Account repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but later determined by excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the Servicer in its reasonable opinion to have resulted from mistaken deposits or postingsclose of business on the second Business Day after such receipt; provided, which amounts have not been previously reimbursed to however, that for so long as (i) CarMax is the Servicer, and (ii) any prepayment charge no Event of Servicing Termination shall have occurred and other administrative fees be continuing and expenses or similar charges which shall be retained (iii) CarMax’s short-term unsecured debt is rated at least “[_____]” by the Servicer [_____] and Supplemental Servicing Fees; provided“[______]” by [____] (each, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed a “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Condition”), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as remit any such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above amounts received during any Collection Period to the Collection Account in immediately available funds on each Deposit the Business Day preceding the Distribution Date for so long following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (i) (A) including Liquidation Proceeds and all amounts received by the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance connection with the Basic Documents, repossession and sale of a Financed Vehicle (Cwhether or not the related Receivable has been classified as a Defaulted Receivable)) (x) the Required Servicer Rating are received in respect of a Receivable as to which there is satisfied, or (y) if the Required Servicer Rating is not satisfiedan unreimbursed Simple Interest Advance, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal retain such amounts to the Required Deposit Rating extent of such unreimbursed Simple Interest Advance (and providing that shall apply the Indenture Trustee may draw thereon in amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the event that the Servicer fails balance of such amounts to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if anyAccount; and, provided further, that if the Servicer shall have obtained a shall, if it determines that it has made an Unreimbursed Servicer Letter Advance, retain amounts received on or in respect of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day Receivables to the extent that the aggregate amount of collections described set forth in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditSection 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause clauses (i)(Bii) above or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Seller Depositor or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or written notice of such event or circumstance from the Letter Holders of Credit BankNotes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the The Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held Closing Date all amounts received by the Servicer which should have been deposited into on or in respect of the Collection Account but were not, thereby resulting in a payment under Receivables (including Liquidation Proceeds and all amounts received by the Servicer Letter in connection with the repossession and sale of Credit, if any, shall a Financed Vehicle (whether or not be remitted the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the Collection Account, but shall instead be paid immediately and directly to second Business Day preceding the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankClosing Date.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received from or on behalf of by the Obligors Servicer on or in respect of the Receivables (including Liquidation Proceeds and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited received by the Servicer in connection with the Collection Account repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but later determined by excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the Servicer in its reasonable opinion to have resulted from mistaken deposits or postingsclose of business on the second Business Day after such receipt; provided, which amounts have not been previously reimbursed to however, that for so long as (i) CarMax is the Servicer, and (ii) any prepayment charge no Event of Servicing Termination shall have occurred and other administrative fees be continuing and expenses or similar charges which (iii) the Rating Agency Condition shall be retained by the Servicer and Supplemental Servicing Fees; providedhave been satisfied (each, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed a “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Condition”), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as remit any such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above amounts received during any Collection Period to the Collection Account in immediately available funds on each Deposit the Business Day preceding the Distribution Date for so long following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (i) (A) including Liquidation Proceeds and all amounts received by the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance connection with the Basic Documents, repossession and sale of a Financed Vehicle (Cwhether or not the related Receivable has been classified as a Defaulted Receivable)) (x) the Required Servicer Rating are received in respect of a Receivable as to which there is satisfied, or (y) if the Required Servicer Rating is not satisfiedan unreimbursed Simple Interest Advance, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal retain such amounts to the Required Deposit Rating extent of such unreimbursed Simple Interest Advance (and providing that shall apply the Indenture Trustee may draw thereon in amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the event that the Servicer fails balance of such amounts to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if anyAccount; and, provided further, that if the Servicer shall have obtained a shall, if it determines that it has made an Unreimbursed Servicer Letter Advance, retain amounts received on or in respect of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day Receivables to the extent that the aggregate amount of collections described set forth in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditSection 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause clauses (i)(Bii) above or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Seller Depositor or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or written notice of such event or circumstance from the Letter Holders of Credit BankNotes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the The Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held Closing Date all amounts received by the Servicer which should have been deposited into on or in respect of the Collection Account but were not, thereby resulting in a payment under Receivables (including Liquidation Proceeds and all amounts received by the Servicer Letter in connection with the repossession and sale of Credit, if any, shall a Financed Vehicle (whether or not be remitted the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the Collection Account, but shall instead be paid immediately and directly to second Business Day preceding the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankClosing Date.

Collections. TRANSFERS TO PAYAHEAD ACCOUNT; REALIZATION UPON POLICY; NET DEPOSITS; TRANSFERS TO PAYMENT ACCOUNT. (a) The Subject to the last sentence of this Section 4.02(a), the Servicer shall remit daily to the Collection Account or credit all payments received from on a daily basis, within two Business Days of receipt, by or on behalf of the Obligors on or in respect of the Receivables Contracts, and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal and Net Insurance Proceeds and other monies as required to amounts previously deposited by the Collection Account. Prior to the Servicer Report Date, amounts with respect to Precomputed Contracts which are otherwise required to be deposited in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above credited to the Collection Account pursuant to the immediately preceding sentence shall instead be deposited in or credited to the Payahead Account to the extent that such amounts are installments of Monthly P&I which are due in a Collection Period relating to a Distribution Date subsequent to the Distribution Date immediately available funds on each Deposit Date for so long as (i) (A) succeeding the date of receipt. The Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance companySeller, as the case may be, having a short-term each shall remit or credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account each Purchase Amount to be remitted by it with respect to Purchased Contracts on a monthly basisthe Business Day preceding the Servicer Report Date next succeeding (i) the end of the Collection Period in which the applicable Contract is repurchased by the Seller pursuant to Section 2.03, in the case of the Seller or (2ii) the last day of the related cure period specified in Section 3.07, in the case of the Servicer. (b) On the Servicer Report Date, the Servicer shall determine the Insured Amount, if any, which exists with respect to the related Distribution Date and submit a surety bondDistribution Date Statement pursuant to Section 3.09. (c) The Indenture Trustee shall, insurance policy no later than 10:00 a.m., New York City time, on the third Business Day prior to each Distribution Date (based solely on the information contained in the Distribution Date Statement, delivered on the applicable Servicer Report Date), make a claim under the Policy for the Insured Amount, if any, for such Distribution Date by delivering to the Insurer, with a copy to the Trust Agent and the Servicer, by hand delivery, telex or other deposit facsimile transmission, a written notice (a "Deficiency Notice") specifying the Insured Amount, if any, for such Distribution Date, separately identifying the amount of cash or securities satisfactory the Insured Amount payable in respect of each Class of Notes. Each Deficiency Notice shall direct the Insurer to remit such Insured Amount to the Indenture Trustee for deposit in the Payment Account. In making any such claim, the Indenture Trustee shall comply with all the terms and each Rating Agency; conditions of the Policy. Upon receipt of the Insured Amount, the Indenture Trustee shall apply the portion thereof, if any, representing the Deficiency Amount with respect to a Distribution Date as provided in Section 4.03. Any amounts received by the Indenture Trustee under the Policy that represent Avoided Payment Amounts shall be paid, in connection accordance with clause the Policy, to the applicable Noteholder(s). (yd) aboveSo long as Onyx is the Servicer, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit may make deposits in accordance with subclause (1) above, the Servicer shall be required to remit collections or credits to the Collection Account on each Business Day net of amounts to be paid to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bankthis Agreement. Notwithstanding the foregoing, the Servicer shall maintain the records and accounts for such deposits and credits on a gross basis. (e) On the Business Day immediately following (x) non-compliance with any of clause (A)preceding each Distribution Date, (B) or (C) above, or (y) based solely on the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)Distribution Date Statement, the Servicer shall remit all collections referred cause funds equal to the amount of Net Collections available with respect to such Distribution Date on deposit in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article to be withdrawn from the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been Collection Account and deposited into the Collection Payment Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not to be remitted distributed pursuant to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankSection 4.03.

Collections. (a) The On each day Servicer shall remit daily to set aside and hold in trust for the Collection Account holder of each Investor Interest, all payments Collections received from on such day, any other amounts received by or on behalf of Seller from the Obligors Originator or Finance LLC pursuant to a Sale Agreement and an additional amount of funds available to Seller for the payment of any accrued and unpaid Obligations owed by Seller and not previously paid by Seller in accordance with Section 2.1, and shall pay and remit apply such funds as follows: (i) on or each Business Day during a Monthly Period that is prior to both the Cash Receipt Date and the Amortization Date, remit such funds to Seller in respect of Reinvestments for such Monthly Period pursuant to Section 2.2 (and subject to the Receivables provisions of Section 2.2(c)), so long as, on such Business Day, after giving effect to such remittance of funds, the aggregate of the Investor Interests shall not exceed 100%, and all Net Liquidation Proceeds within two otherwise deposit such amounts into the Collection Account, and otherwise deposit the remainder of such amounts into the Collection Account; (2ii) on each Cash Receipt Date prior to the Amortization Date and on each Business Days after receipt thereofDay thereafter during a Monthly Period prior to the Amortization Date, in each case, minus (iA) an amount equal to deposit such amounts previously deposited by the Servicer in into the Collection Account but later determined by until the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to amount on deposit therein equals the ServicerRequired Collection Account Amount for such Business Day, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) at Servicer’s election, remit the Required Servicer Rating is satisfiedbalance (if any) of such funds to Seller in respect of Reinvestments for such Monthly Period pursuant to Section 2.2 (and subject to the provisions of Section 2.2(c)), or so long as, after giving effect to such remittance of funds, the aggregate of the Investor Interests shall not exceed 100%, and otherwise (y) if deposit such balance of such funds, or the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance companyremainder thereof, as applicable, into the case may beCollection Account; and (iii) on each Business Day from and after the Amortization Date, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections such amounts into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit for the sole benefit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) aboveProgram Agent, the Managing Agent and the Investors. If at any time Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with determines that an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were notdoes not constitute an amount to be deposited therein pursuant to this Section 2.3 or otherwise pursuant to this Agreement or any Transaction Document, thereby resulting in a payment under Servicer shall withdraw such amounts from the Servicer Letter of Credit, if any, shall not be remitted Collection Account and pay such amounts to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Person that Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankdetermines is entitled thereto.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments received from or on behalf of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereofProceeds, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Feeswithin two Business Days after receipt thereof; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (aSection 4.02(a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b)below, the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (aSection 4.02(a) above upon compliance with the specific terms and conditions set forth below in this Section and for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of Section 4.02(a), the Servicer will be permitted to remit such collections referred to in clause (a) above to the Collection Account in immediately available funds funds, on each Deposit Date but only for so long as (i) (Ai)(A) the Servicer shall be AHFC, (B) except as provided in clause (ii) below, the Required Servicer Rating is satisfied and (C) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived continuing, provided, however, that immediately following the non-compliance with clause (B) above or in accordance with the Basic Documentsevent that an event of the nature specified in Section 7.01(c) has occurred (notwithstanding any period of grace contained in such clause), the Servicer shall remit such collections to the Collection Account on a daily basis within two Business Days of receipt thereof, or (ii)(A) if the conditions specified in clause (i)(A) and (C) (x) the Required Servicer Rating is above are satisfied, or and (yB) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, basis or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (yii) above, the Servicer satisfies provides to the Rating Agency Condition with respect to Indenture Trustee, from each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency Agency, a letter to the effect that the satisfaction of the conditions in clause (ii) above and allowing the Servicer to make monthly deposits will not result in a qualification, reduction or withdrawal of its then-current rating of any Class of Notes and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause clause (1ii) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (aSection 4.02(a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditCredit Amount. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(Bi)(C) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into it determines are to be remitted (or any of its own funds which the Collection Account but were not, thereby resulting Seller or the Servicer determines to pay to the Letter of Credit Bank) in respect of a failure previously to remit collections which failure resulted in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received from by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds within two (2) not later than the second Business Days Day after receipt identification thereof. For purposes of this Article V, in each casethe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, minus for so long as (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to NMAC is the Servicer, and (ii) any prepayment charge (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other administrative fees form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and expenses (iii) no Event of Default or similar charges which Servicer Default shall have occurred and be retained continuing (unless waived by the Servicer and Supplemental Servicing Fees; providedappropriate Securityholders) (collectively, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed the “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Conditions”), the Servicer may shall not be permitted required to make remittances of remit such collections to the Collection Account on a less frequent the foregoing basis than that specified in clause (a) above for so long as but shall be entitled to retain such terms and conditions are fulfilled. Accordinglycollections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer will be permitted to shall remit all such collections referred to in clause (a) above respect of the related Collection Period to the Collection Account in immediately available funds funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on each Deposit Date which any Monthly Remittance Condition ceases to be satisfied and for so long as (i) (A) any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be AHFCimmediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, (B) no Servicer Default or Event of Default if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued will no longer be bound by a depository institution or insurance companythe Monthly Remittance Condition hereunder, as the case may be, having a short-term credit rating at least equal and will instead be subject to the Required Deposit Rating and providing that conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee may draw thereon in or the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Owner Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (i)(Biii) above that would require daily remittance by of the Servicer to definition of the Collection Account Monthly Remittance Condition unless a Responsible Officer the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or from the Letter Holders of Credit Bank. Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)if a Monthly Remittance Condition is not satisfied, the Servicer shall remit all collections referred to in clause may utilize an alternative remittance schedule (a) above to which may include the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held remittance schedule utilized by the Servicer which should before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted satisfied with respect to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankalternative remittance schedule.

Collections. (a) The Except as provided below, the Servicer shall remit daily to the Collection Account deposit all payments received from or on behalf of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer Collections in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later determined by than the second Business Day following such Date of Processing. In the event of a Servicer Default, if World’s Foremost Bank is the Servicer, then, immediately upon the occurrence of such event and thereafter, the Servicer shall deposit all Collections into the Collection Account which shall be established and maintained with a Qualified Institution other than World’s Foremost Bank in its reasonable opinion accordance with subsection 4.02(a), and in no such event shall the Servicer deposit any Collections thereafter into any account established, held or maintained with World’s Foremost Bank. The Servicer shall allocate such amounts to have resulted each Series of Investor Certificates and to the Holder of the Transferor Certificate in accordance with this Article IV and shall withdraw the required amounts from mistaken the Collection Account or pay such amounts to the Holder of the Transferor Certificate in accordance with this Article IV, in both cases as modified by any Supplement. The Servicer shall make such deposits or postingspayments on the date indicated therein by wire transfer or as otherwise provided in the Supplement for any Series of Certificates with respect to such Series. Notwithstanding anything in this Agreement to the contrary, which amounts have not been previously reimbursed for so long as, and only so long as, WFB shall remain the Servicer hereunder, and (a)(i) the Servicer provides to the Trustee a letter of credit from an issuer with a short term rating of at least A-1 by Standard & Poor’s and P-1 by ▇▇▇▇▇’▇ and acceptable in form to Standard & Poor’s and ▇▇▇▇▇’▇ and each Credit Enhancement Provider covering risk collection of the Servicer, and (ii) the Transferor shall have received a notice from any prepayment charge and other administrative fees and expenses Rating Agency that such a letter of credit would not result in the lowering of such Rating Agency’s then-existing rating of the Investor Certificates, or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the Servicer shall have and maintain a certificate of deposit or short-term deposit rating of P-1 by ▇▇▇▇▇’▇ and of A-1 by Standard & Poor’s and deposit insurance provided by the FDIC, the Servicer need not deposit Collections from the Collection Account into the Principal Account, the Finance Charge Account or any Series Account, as provided in any Supplement, or make payments to the Holder of the Transferor Certificate, prior to the close of business on the day any Collections are deposited in the Collection Account as provided in this Article IV, but may make such deposits, payments and withdrawals on each Transfer Date in an amount equal to the net amount of such deposits, payments and withdrawals which would have been made but for the provisions of clause this paragraph. If at any time the Servicer shall qualify to make deposits on the Transfer Date as provided in this paragraph (aor shall cease to be so qualified) above and subject the Servicer shall deliver an Officer’s Certificate to and upon compliance with the terms and conditions Trustee stating that the criteria set forth in this clause (a)(i) and (ii) or (b) of this paragraph have been satisfied (or have ceased to be satisfied). The Trustee may rely on such Officer’s Certificate without investigation or inquiry. Notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make monthly or daily deposits from the Collection Account into the Finance Charge Account, the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified Principal Account or any Series Account, as provided in clause (a) above for so long as such terms and conditions are fulfilled. Accordinglyany Supplement, the Servicer will be permitted to remit collections referred to in clause (a) above to deposit Collections from the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) into the Finance Charge Account, the Principal Account or any Series Account. Any amounts owed to the Servicer pursuant to this Agreement or a related Supplement and any excess over the required amount to be deposited in an aforementioned deposit account, or without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Credit Enhancement Provider pursuant to the terms of a Supplement or agreement relating to such Credit Enhancement shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, paid over to the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankaforementioned accounts.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received from by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds within two (2) not later than the second Business Days Day after receipt identification thereof. For purposes of this Article V, in each case, minus (i) an amount equal to amounts previously deposited the phrase “payments received by or on behalf of the Servicer in the Collection Account but later determined Obligors” shall mean payments made by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to Persons other than the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) . Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b)foregoing, the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and conditions NMAC’s short-term unsecured debt obligations are fulfilled. Accordinglyrated at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”); the Servicer will shall not be permitted required to remit such collections referred to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in clause (a) above respect of the related Collection Period to the Collection Account in immediately available funds funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on each Deposit Date which any Monthly Remittance Condition ceases to be satisfied and for so long as (i) (A) any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be AHFCimmediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, (B) no Servicer Default or Event of Default if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued will no longer be bound by a depository institution or insurance companythe Monthly Remittance Condition hereunder, as the case may be, having a short-term credit rating at least equal and will instead be subject to the Required Deposit Rating and providing that conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee may draw thereon in or the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Owner Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (i)(Biii) above that would require daily remittance by of the Servicer to definition of the Collection Account Monthly Remittance Condition unless a Responsible Officer the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or from the Letter Holders of Credit Bank. Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee, and each Rating Agency written notice as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)if a Monthly Remittance Condition is not satisfied, the Servicer shall remit all collections referred to in clause may utilize an alternative remittance schedule (a) above to which may include the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held remittance schedule utilized by the Servicer which should before the Monthly Remittance Condition became unsatisfied), if the Rating Agency Condition shall have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted satisfied with respect to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankalternative remittance schedule.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments received from or on behalf of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereofProceeds, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Feeswithin two Business Days after receipt thereof; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (aSection 4.02(a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b)below, the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (aSection 4.02(a) above upon compliance with the specific terms and conditions set forth below in this Section and for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of Section 4.02(a), the Servicer will be permitted to remit such collections referred to in clause (a) above to the Collection Account in immediately available funds funds, on each Deposit Date but only for so long as (i) (Ai)(A) the Servicer shall be AHFC, (B) except as provided in clause (ii) below, the Required Servicer Rating is satisfied and (C) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived continuing, provided, however, that immediately following the non-compliance with clause (B) above or in accordance with the Basic Documentsevent that an event of the nature specified in Section 7.01(c) has occurred (notwithstanding any period of grace contained in such clause), the Servicer shall remit such collections to the Collection Account on a daily basis within two Business Days of receipt thereof, or (ii)(A) if the conditions specified in clause (i)(A) and (C) (x) the Required Servicer Rating is above are satisfied, or and (yB) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, basis or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (yii) above, the Servicer satisfies provides to the Rating Agency Condition with respect to Indenture Trustee, from each Rating Agency (other than Fitch, who shall only require written notice thereof ten business days in advance of such action) for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency Agency, a letter to the effect that the satisfaction of the conditions in clause (ii) above and allowing the Servicer to make monthly deposits will not result in a qualification, reduction or withdrawal of its then-current rating of any Class of Notes and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause clause (1ii) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (aSection 4.02(a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditCredit Amount. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(Bi)(C) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into it determines are to be remitted (or any of its own funds which the Collection Account but were not, thereby resulting Seller or the Servicer determines to pay to the Letter of Credit Bank) in respect of a failure previously to remit collections which failure resulted in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank.

Collections. (a) The Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall remit daily to the Collection Account all payments received from (other than amounts constituting Supplemental Servicing Fees) by or on behalf of the Obligors on or in respect of the Receivables and Receivables, including all Net Liquidation Proceeds within two (2) received by Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Days Day, after receipt thereof. Subject to the provisions of subsections (b) and (c), in each caseon the Closing Date, minus (i) an amount equal to amounts previously deposited by the Servicer shall deposit in the Collection Account but later determined all payments by or on behalf of the Obligors on the Receivables received by Servicer in its reasonable opinion to have resulted from mistaken deposits after the Cutoff Date and on or postings, which amounts have not been previously reimbursed prior to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by second Business Day immediately preceding the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practicesClosing Date. (b) Notwithstanding the provisions of clause subsection (a), if _________ is the Servicer and (i) Servicer shall have the Required Rating or (ii) Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to in subsection (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the any Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections Period into the Collection Account not later than the close of business on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory the Deposit Date with respect to the Indenture Trustee and each Rating Agencysuch Collection Period; provided that in connection with clause if (x) a Servicer Termination Event has occurred and is continuing, (y) above, the Servicer satisfies the Rating Agency Condition with respect has been terminated as such pursuant to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal Section 8.1 or (z) Servicer ceases to have the Required Servicer Rating for such Rating Agency andRating, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause deposit such amounts (1including any amounts then being held by Servicer) above, the Servicer shall be required to remit collections to into the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank4.2(a). Notwithstanding the foregoing, immediately following (x) non-compliance with any the provisions of clause (A), (B) or (C) above, or (y) the proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in Section 7.01(c) clauses (notwithstanding any period of grace contained in such clausex), (y) and (z) of such proviso with respect to the Servicer shall remit all collections outgoing Servicer. Pending the deposit of the amounts referred to in clause subsection (a) above into the Collection Account, such amounts may be employed by Servicer at its own risk and for its own benefit and need not be segregated from Servicer's own funds. Any losses resulting from Servicer's actions shall be borne exclusively by the Servicer. Servicer shall promptly notify Trustee in writing if it shall obtain or lose the Required Rating. (c) Notwithstanding the provisions of subsections (a) and (b), Servicer may retain, or will be entitled to be reimbursed, from amounts otherwise payable into, or on deposit in, the Collection Account with respect to a Collection Period any amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the related Distribution Date. (d) With respect to each Precomputed Receivable, collections and payments by or on behalf of an obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to the scheduled payment on such Precomputed Receivable for such Collection Period. To the extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account on a daily basis within two (2) Business Days of receipt thereof and applied either to the scheduled payments due or to prepay the Precomputed Receivable in full in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankSection 4.5.

Collections. (a) The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit daily to the Collection Deposit Account all payments received from by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds collected during the related Collection Period, prior to 11:00 A.M. (New York time) on or in respect the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Net Liquidation Proceeds within two (2) Business Days after of receipt thereof, in each case, minus . The commingling conditions are as follows: (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to DCS must be the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (Ciii) (x) the Required Servicer Rating is satisfied, DaimlerChrysler North America Holding Corporation must maintain a short-term rating of at least "A-1" by Standard & Poor's and "P-1" by Moody's or (y) if the Required Servicer Rating is not satisfieddaily remittances occur hereunder, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance companyprior to ceasing daily remittances, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to each Rating Agency for which the contrary, so long as DCS is the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate DCS may withhold from the Servicer deposit into the Deposit Account any amounts indicated on the related Servicer's Certificate as being due and payable to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event DCS or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller and pay such amounts directly to DCS or the Servicer in an Officer’s CertificateSeller, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) aboveapplicable. For purposes of this Article V, the phrase “"payments made by or on behalf of Obligors” " shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. In the event the commingling conditions cease to be met, the Servicer or the Letter shall make daily remittance of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted collections to the Collection AccountDeposit Account within two Business Days of receipt thereof; provided however, but shall instead be paid immediately and directly to the Letter daily remittance may commence no later than five Business Days following a reduction of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied DaimlerChrysler North America Holding Corporation's short-term ratings below "A-1" by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, Standard & Poor's or "P-1" by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankMoody's.

Collections. (a) The Subject to the provisions of subsection (b) below, the Servicer shall remit daily to the Collection Account (i) all payments received from by or on behalf of the Obligors (including, subject to the next two sentences, Payaheads on or in the Receivables, but excluding payments with respect of the to Purchased Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer included in the Collection Account but later determined by the Servicer in its reasonable opinion Supplemental Servicing Fee), including amounts treated as collections on Final Payment Receivables pursuant to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, Section 3.2(d) and (ii) any prepayment charge all Liquidation Proceeds and other administrative fees and expenses or similar charges which shall be retained all Recoveries, received by the Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Day after receipt thereof. Collections of Payaheads shall be deposited in the Collection Account, pursuant to the preceding sentence for purposes of administrative convenience only, pending determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(g)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, such amounts shall not be deemed “received” transferred to the Collection Account until such time due. MMCA, for so long as it is acting as the Obligor is identified and the payment is allocated as suchServicer, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (athe immediately preceding paragraph. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 4.2(a) above and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 4.2(a), the Servicer will be permitted to shall remit collections referred to in clause (a) above received during a Collection Period to the Collection Account in immediately available funds on each Deposit the Business Day prior to the related Payment Date but only for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, or (y) if the Required Servicer Rating a Monthly Remittance Condition is not satisfied, the Servicer shall have obtained may utilize an alternative remittance schedule (1) a which may include the remittance schedule utilized by the Servicer Letter of Credit issued by a depository institution or insurance companybefore the Monthly Remittance Condition became unsatisfied), as if the case may be, having a short-term credit rating at least equal Servicer provides to the Required Deposit Rating Owner Trustee and providing that the Indenture Trustee may draw thereon written confirmation from the Rating Agencies that such alternative remittance schedule will not result in the event that downgrading or withdrawal by the Servicer fails to deposit collections into Rating Agencies of the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory ratings then assigned to the Indenture Trustee Notes and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditCertificates. The Owner Trustee or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause clauses (i)(Bii) above or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, 's Certificate or written notice from Securityholders as provided in Section 7.01 the Holders of Notes evidencing not less than 25% of the principal balance of the then outstanding Notes or from the Letter Holders of Credit Bank. Notwithstanding Certificates evidencing not less than 25% of the foregoing, immediately following Certificate Balance or a Responsible Officer in the Corporate Trust Office with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. (xb) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, as soon as practicable, but shall instead be paid immediately and directly in no event after the close of business on the second Business Day after receipt thereof by the subservicer (but subject to the Letter provisions of Credit Bank. The Servicer shall also be permitted Section 4.2(a)) the amounts referred to reimburse in Section 4.2(a) in respect of a Receivable being serviced by the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Banksubservicer.

Collections. Each GWG Party shall (aand shall cause each Servicer to), to the extent such GWG Party has the right or obligation to do so pursuant to the Related Documents and Asset Documents, (i) The promptly after acquisition by the Borrowers of the related Purchased Loan or Purchased Policy, direct all applicable Qualified Life Insurance Carriers and other obligors in respect of the Policies and other collateral securing any Loan to make all payments in respect of such collateral directly to a Deposit Account, (ii) direct all Obligors to remit Collections in respect of the Assets directly to a Deposit Account or the Collection Account and (iii) direct all Collections deposited to a Deposit Account to be remitted by wire transfer on a daily basis directly to the Collection Account. If any Collections are received by any GWG Party, any Servicer or any of their respective Affiliates, each GWG Party shall remit daily cause such Collections to be remitted directly to the Collection Account as soon as practicable and in any event within one Business Day of such GWG Party’s, such Servicer’s or such Affiliate’s receipt of same, and, at all payments received from times prior to such remittance, such GWG Party, such Servicer or such Affiliate shall hold such Collections in trust, for the exclusive benefit of the Agent on behalf of the Obligors on or in respect of the Receivables Secured Parties. Each GWG Party will use commercially reasonable efforts (and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in will cause each case, minus (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that each of its Affiliates to use commercially reasonable efforts) not to permit any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy check or other deposit of cash or securities satisfactory funds to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting other than Collections in a payment under respect of the Servicer Letter of Credit, if any, shall not be remitted to Collateral. To the extent any funds other than Collections are deposited into the Collection Account, but the Master Servicers shall instead be paid immediately promptly (and directly in any event within one Business Day) identify such funds and notify the Agent of the same and direct the Agent to remit such funds to the Letter of Credit BankPerson entitled thereto. The Servicer shall also be permitted Agent may at any time following the occurrence of an Event of Default request each GWG Party to, and each GWG Party thereupon promptly shall, direct all Obligors to reimburse the Letter of Credit Bank out of its own funds. Any such payment remit all payments with respect to the Letter of Credit Bank shall Collateral to a new depository account specified by the Agent (which new account shall, if so directed by the Agent, be accompanied by a copy of established in the ServicerAgent’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankown name).

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all payments received from or on behalf of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in Collections collected during the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postingsPeriod. Chase USA has requested that, which amounts have not been previously reimbursed to so long as it is acting as the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections Collections on a less frequent basis than that specified in clause (a) above the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer will be permitted to shall remit such collections referred to in clause (a) above to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on each the Deposit Date Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody's, "F1" by Fitch (Aif rated by Fitch) and "A-1" by Standard & Poor's, or the Rating Agency Condition is satisfied as a result of Collections being remitted on a monthly, rather than daily, basis and (ii) the Servicer shall be AHFC, (B) no Servicer Default Chase USA or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, Chase. Upon remittance by the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal Collections to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basispursuant to the preceding sentence, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Rating Agency; provided that in connection with clause (y) aboveDeposit Date, setting forth the amounts remitted by the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for on such Rating Agency date and, if applicable, provides the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with an Officer’s Certificate from such written notice by 12 noon, New York City time, on such Deposit Date, then the Servicer to Indenture Trustee and the effect Owner Trustee shall assume that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections no deposits were made to the Collection Account on each Business Day pursuant to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in this Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above5.2. For purposes of this Article Section 5.2 the phrase “"payments made on behalf of the Obligors” " shall mean payments made by Persons other than the SellerSeller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or the Letter of Credit Bank, if any. Any funds held by (ii) the Servicer which should shall be deemed to have been deposited into purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to Period during which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankerror shall have occurred.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received from by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds within two (2) not later than the second Business Days Day after receipt identification thereof. For purposes of this Article V, in each casethe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, minus for so long as (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to NMAC is the Servicer, and (ii) any prepayment charge (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other administrative fees form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and expenses (iii) no Event of Default or similar charges which Servicer Default shall have occurred and be retained continuing (unless waived by the Servicer and Supplemental Servicing Fees; providedappropriate Securityholders) (collectively, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed the “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Conditions”), the Servicer may shall not be permitted required to make remittances of remit such collections to 40 (Nissan 2014-B Sale and Servicing Agreement) the Collection Account on a less frequent the foregoing basis than that specified in clause (a) above for so long as but shall be entitled to retain such terms and conditions are fulfilled. Accordinglycollections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer will be permitted to shall remit all such collections referred to in clause (a) above respect of the related Collection Period to the Collection Account in immediately available funds funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on each Deposit Date which any Monthly Remittance Condition ceases to be satisfied and for so long as (i) (A) any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be AHFCimmediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, (B) no Servicer Default or Event of Default if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued will no longer be bound by a depository institution or insurance companythe Monthly Remittance Condition hereunder, as the case may be, having a short-term credit rating at least equal and will instead be subject to the Required Deposit Rating and providing that conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee may draw thereon in or the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Owner Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (i)(Biii) above that would require daily remittance by of the Servicer to definition of the Collection Account Monthly Remittance Condition unless a Responsible Officer the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or from the Letter Holders of Credit Bank. Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)if a Monthly Remittance Condition is not satisfied, the Servicer shall remit all collections referred to in clause may utilize an alternative remittance schedule (a) above to which may include the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held remittance schedule utilized by the Servicer which should before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted satisfied with respect to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankalternative remittance schedule.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received from by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds within two (2) not later than the second Business Days Day after receipt identification thereof. For purposes of this Article V, in each casethe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, minus for so long as (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to NMAC is the Servicer, and (ii) any prepayment charge (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other administrative fees form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and expenses (iii) no Event of Default or similar charges which Servicer Default shall have occurred and be retained continuing (unless waived by the Servicer and Supplemental Servicing Fees; providedappropriate Securityholders) (collectively, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed the “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Conditions”), the Servicer may shall not be permitted required to make remittances of remit such collections to the Collection Account on a less frequent the foregoing basis than that specified in clause (a) above for so long as but shall be entitled to retain such terms and conditions are fulfilled. Accordinglycollections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer will be permitted to shall remit all such collections referred to in clause (a) above respect of the related Collection Period to the Collection Account in immediately available funds funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on each Deposit Date which any Monthly Remittance Condition ceases to be satisfied and for so long as (i) (A) any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be AHFCimmediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, (B) no Servicer Default or Event of Default if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued will no longer be bound by a depository institution or insurance companythe Monthly Remittance Condition hereunder, as the case may be, having a short-term credit rating at least equal and will instead be subject to the Required Deposit Rating conditions to making monthly deposits as required by the subsequent Public ABS Transaction. 40 (Nissan 2013-B Sale and providing that the Servicing Agreement) (b) The Indenture Trustee may draw thereon in or the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Owner Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (i)(Biii) above that would require daily remittance by of the Servicer to definition of the Collection Account Monthly Remittance Condition unless a Responsible Officer the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or from the Letter Holders of Credit Bank. Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)if a Monthly Remittance Condition is not satisfied, the Servicer shall remit all collections referred to in clause may utilize an alternative remittance schedule (a) above to which may include the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held remittance schedule utilized by the Servicer which should before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted satisfied with respect to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankalternative remittance schedule.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received from by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds within two (2) not later than the second Business Days Day after receipt identification thereof. For purposes of this Article V, in each casethe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, minus for so long as (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to NMAC is the Servicer, and (ii) any prepayment charge (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other administrative fees form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and expenses (iii) no Event of Default or similar charges which Servicer Default shall have occurred and be retained continuing (unless waived by the Servicer and Supplemental Servicing Fees; providedappropriate Securityholders) (collectively, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed the “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Conditions”), the Servicer may shall not be permitted required to make remittances of remit such collections to the Collection Account on a less frequent the foregoing basis than that specified in clause (a) above for so long as but shall be entitled to retain such terms and conditions are fulfilled. Accordinglycollections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer will be permitted to shall remit all such collections referred to in clause (a) above respect of the related Collection Period to the Collection Account in immediately available funds funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on each Deposit Date which any Monthly Remittance Condition ceases to be satisfied and for so long as (i) (A) any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be AHFCimmediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, (B) no Servicer Default or Event of Default if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained will no longer be bound by the Monthly 40 (1Nissan 2014-A Sale and Servicing Agreement) a Servicer Letter of Credit issued by a depository institution or insurance companyRemittance Condition hereunder, as the case may be, having a short-term credit rating at least equal and will instead be subject to the Required Deposit Rating and providing that conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee may draw thereon in or the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Owner Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (i)(Biii) above that would require daily remittance by of the Servicer to definition of the Collection Account Monthly Remittance Condition unless a Responsible Officer the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or from the Letter Holders of Credit Bank. Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)if a Monthly Remittance Condition is not satisfied, the Servicer shall remit all collections referred to in clause may utilize an alternative remittance schedule (a) above to which may include the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held remittance schedule utilized by the Servicer which should before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted satisfied with respect to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankalternative remittance schedule.

Collections. (a) The Except as provided below, the Servicer shall remit daily to the Collection Account deposit all payments received from or on behalf of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer Collections in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later determined by than the second Business Day following such Date of Processing. Immediately upon the occurrence of the insolvency of the Servicer and thereafter, the Servicer shall deposit all Collections into the Collection Account which shall be established and maintained with a Qualified Institution other than the Servicer in its reasonable opinion accordance with subsection 4.02(a), and in no such event shall the Servicer deposit any Collections thereafter into any account established, held or maintained with the Servicer. The Servicer shall allocate such amounts to have resulted each Series of Investor Certificates and to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV and shall withdraw the required amounts from mistaken the Collection Account or pay such amounts to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV, in both cases as modified by any Supplement. The Servicer shall make such deposits or postingspayments on the date indicated therein by wire transfer or as otherwise provided in the Supplement for any Series of Certificates with respect to such Series. Notwithstanding anything in this Agreement to the contrary, which amounts have not been previously reimbursed for so long as, and only so long as, First USA shall remain the Servicer hereunder, and (a) (i) the Servicer provides to the Trustee a letter of credit or other form of Enhancement covering the risk of collection of the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, Transferor shall not be deemed “received” until have received a notice from any Rating Agency that such time as a letter of credit or other form of Enhancement would result in the Obligor is identified and lowering of such Rating Agency's then-existing rating of the payment is allocated as suchInvestor Certificates, in accordance with the Servicer’s customary servicing practices. or (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default have and maintain a certificate of deposit or Event short-term deposit rating of Default shall have occurred "P-1" by Moody's and be continuing of "A-1" by Standard & Poor's and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, deposit insurance provided by BIF or (y) if the Required Servicer Rating is not satisfiedSAIF, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to need not deposit collections Collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly the Principal Account, the Finance Charge Account or any Series Account, as provided in any Supplement, or make payments to the Letter Holder of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any Exchangeable Transferor Certificate, as provided in Article IV, but may make such payment deposits, payments and withdrawals on each Transfer Date in an amount equal to the Letter net amount of Credit Bank shall be accompanied by a copy such deposits, payments and withdrawals which would have been made but for the provisions of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankthis paragraph.

Collections. (a) The Except as provided below, the Servicer shall remit daily to the Collection Account deposit all payments received from or on behalf of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer Collections in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later determined by than the second Business Day following such Date of Processing. In the event of the insolvency of the Servicer, then, immediately upon the occurrence of such event and thereafter, the Servicer shall deposit all Collections into the Collection Account which shall be established and maintained with a Qualified Institution other than the Servicer in its reasonable opinion accordance with subsection 4.02(a), and in no such event shall the Servicer deposit any Collections thereafter into any account established, held or maintained with the Servicer. The Servicer shall allocate such amounts to have resulted each Series of Investor Certificates and to the Holder of the Seller Certificate in accordance with this Article IV and shall withdraw the required amounts from mistaken the Collection Account or pay such amounts to the Holder of the Seller Certificate in accordance with this Article IV, in both cases as modified by any Supplement. The Servicer shall make such deposits or postingspayments on the date indicated therein by wire transfer or as otherwise provided in the Supplement for any Series of Certificates with respect to such Series. Notwithstanding anything in this Agreement to the contrary, which amounts have not been previously reimbursed for so long as, and only so long as, the Seller shall remain the Servicer hereunder, and (a)(i) the Servicer provides to the Trustee a letter of credit covering risk collection of the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, Seller shall not be deemed “received” until have received a notice from any Rating Agency that such time as a letter of credit would result in the Obligor is identified and lowering of such Rating Agency’s then-existing rating of the payment is allocated as suchInvestor Certificates, in accordance with the Servicer’s customary servicing practices. or (b) Notwithstanding the Servicer shall have and maintain a certificate of deposit or short-term deposit rating of P-1 by Moody’s, of A-1 by Standard & Poor’s, and of F1 by Fitch and deposit insurance provided by BIF or SAIF, the Servicer need not deposit Collections from the Collection Account into the Principal Account, the Finance Charge Account or any Series Account, as provided in any Supplement, or make payments to the Holder of the Seller Certificate, prior to the close of business on the day any Collections are deposited in the Collection Account as provided in Article IV, but may make such deposits, payments and withdrawals on each Transfer Date in an amount equal to the net amount of such deposits, payments and withdrawals which would have been made but for the provisions of clause this paragraph. If at any time the Servicer shall qualify to make deposits on the Transfer Date as provided in this paragraph (aor shall cease to be so qualified) above and subject the Servicer shall deliver an Officer’s Certificate to and upon compliance with the terms and conditions Trustee stating that the criteria set forth in (a)(i) and (ii) and (b) of this paragraph have been satisfied (or have ceased to be satisfied). The Trustee may rely on such Officer’s Certificate without investigation or inquiry. Notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make monthly or daily deposits from the Collection Account into the Finance Charge Account, the Principal Account or any Series Account, as provided in any Supplement, (i) the Servicer will only be required to deposit Collections from the Collection Account into the Finance Charge Account, the Principal Account or any Series Account up to the required amount to be deposited into any such deposit account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Credit Enhancement Provider pursuant to the terms of any Supplement or agreement relating to such Credit Enhancement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (ai) above for so long as such terms and conditions are fulfilled. Accordinglyabove, the Servicer will be permitted to remit collections referred to in clause (a) above to withdraw the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate excess from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank.

Collections. (a) The Subject to the provisions of subsections (b) and (c) below, the Servicer shall remit daily to the Collection Certificate Account all payments received from by or on behalf of the Obligors on or in respect of the Receivables and Receivables, including all Net Liquidation Proceeds within two and Recoveries received by the Servicer during any Collection Period, as soon as practicable, but in no event after the close of business (2New York time) on the second Business Days Day after receipt thereof. Subject to the provisions of subsection (c) hereof, on the Closing Date, the Servicer shall deposit in each case, minus (i) an amount equal to amounts previously deposited the Certificate Account all payments by or on behalf of the Obligors on the Receivables received by the Servicer in after the Collection Account but later determined by close of business of the Servicer in its reasonable opinion to have resulted from mistaken deposits on the Cutoff Date and on or postings, which amounts have not been previously reimbursed prior to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by second Business Day immediately preceding the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practicesClosing Date. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bSection 4.2(a), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as if (i) (A) the Servicer shall be AHFC, have the Required Rating or (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (Cii) (xa) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained a letter of credit or surety bond (1or similar form of performance guaranty) a Servicer Letter in favor of Credit issued by a depository institution or insurance companythe Trustee, as on behalf of the case may beTrust for the benefit of the Certificateholders, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon demand payment (up to the amount then available thereunder) in the event that the Servicer fails to make any payment or deposit collections into required hereunder (other than with respect to Advances) and (b) the Collection Account Trustee shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) aboveresult, the Servicer satisfies may deposit the Rating Agency Condition with respect amounts referred to each Rating Agency in subsection (a) above into the Certificate Account not later than the close of business on the Deposit Date immediately succeeding the last day of the related Collection Period, for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if so long as the Servicer shall have the Required Rating or such letter of credit, surety bond or similar form of performance guaranty is in full force and effect, as the case may be; PROVIDED, HOWEVER, that (i) if an Event of Servicing Termination has occurred and is continuing, (ii) the Servicer has been terminated as such pursuant to Section 9.1 or (iii) the Servicer ceases to have the Required Rating (and the Servicer has not obtained a Servicer Letter letter of Credit in accordance with subclause credit (1or similar form of performance guaranty) satisfying the conditions specified above), the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause deposit such amounts (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of including any event or circumstance under clause (i)(B) above that would require daily remittance amounts then being held by the Servicer to Servicer) into the Collection Certificate Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank4.2(a). Notwithstanding the foregoing, immediately following (x) non-compliance with any the provisions of clause (A), (B) or (C) above, or (y) the proviso to the preceding sentence shall not be applicable to a successor servicer solely by reason of the occurrence of an event specified in Section 7.01(cclauses (i), (ii) and (notwithstanding iii) of such proviso with respect to the outgoing Servicer. Following the occurrence of an event specified in clauses (i), (ii) or (iii) in the preceding proviso, on a monthly basis, all Collections shall be segregated by book-entry or similar form of identification on the Servicer's books and records and identified as the property of the Trust. The Servicer shall promptly notify the Trustee in writing if it shall obtain or lose the Required Rating or the benefit of such letter of credit, surety bond, or similar form of performance guaranty. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer may retain, or will be entitled to be reimbursed, from amounts otherwise payable into, or on deposit in, the Certificate Account with respect to a Collection Period and the Receivables originated by it any period of grace contained amounts previously deposited in such clause)the Certificate Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which the Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the related Distribution Date. (d) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit all collections to the Certificate Account as soon as practicable, but in no event later than the close of business (New York time) on the second Business Day after receipt thereof by the subservicer (but subject to the provisions of Section 4.2 (b) and the limitations contained in Section 4.2(c) of this Agreement) the amounts referred to in clause (aSection 4.2(a) above to the Collection Account on in respect of a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held Receivable being serviced by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Banksubservicer.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received from or on behalf of by the Obligors Servicer on or in respect of the Receivables (including Liquidation Proceeds and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited received by the Servicer in connection with the Collection Account repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but later determined by excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the Servicer in its reasonable opinion to have resulted from mistaken deposits or postingsclose of business on the second Business Day after such receipt; provided, which amounts have not been previously reimbursed to however, that for so long as (i) CarMax is the Servicer, and (ii) any prepayment charge no Event of Servicing Termination shall have occurred and other administrative fees be continuing and expenses or similar charges which shall be retained (iii) CarMax’s short-term unsecured debt is rated at least “F1” by Fitch and “P-1” by Moody’s (the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Condition”), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as remit any such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above amounts received during any Collection Period to the Collection Account in immediately available funds on each Deposit the Business Day preceding the Distribution Date for so long following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (i) (A) including Liquidation Proceeds and all amounts received by the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance connection with the Basic Documents, repossession and sale of a Financed Vehicle (Cwhether or not the related Receivable has been classified as a Defaulted Receivable)) (x) the Required Servicer Rating are received in respect of a Receivable as to which there is satisfied, or (y) if the Required Servicer Rating is not satisfiedan unreimbursed Simple Interest Advance, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal retain such amounts to the Required Deposit Rating extent of such unreimbursed Simple Interest Advance (and providing that shall apply the Indenture Trustee may draw thereon in amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the event that the Servicer fails balance of such amounts to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if anyAccount; and, provided further, that if the Servicer shall have obtained a shall, if it determines that it has made an Unreimbursed Servicer Letter Advance, retain amounts received on or in respect of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day Receivables to the extent that the aggregate amount of collections described set forth in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditSection 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause clauses (i)(Bii) above or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Seller Depositor or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or written notice of such event or circumstance from the Letter Holders of Credit BankNotes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the The Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held Closing Date all amounts received by the Servicer which should have been deposited into on or in respect of the Collection Account but were not, thereby resulting in a payment under Receivables (including Liquidation Proceeds and all amounts received by the Servicer Letter in connection with the repossession and sale of Credit, if any, shall a Financed Vehicle (whether or not be remitted the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the Collection Account, but shall instead be paid immediately and directly to second Business Day preceding the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankClosing Date.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments amounts received from or on behalf of by the Obligors Servicer on or in respect of the Receivables (including Liquidation Proceeds and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited received by the Servicer in connection with the Collection Account repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but later determined by excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the Servicer in its reasonable opinion to have resulted from mistaken deposits or postingsclose of business on the second Business day after such receipt; provided, which amounts have not been previously reimbursed to however, that for so long as (i) CarMax is the Servicer, and (ii) any prepayment charge no Event of Servicing Termination shall have occurred and other administrative fees be continuing and expenses or similar charges which (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be retained by continuing, the Servicer and Supplemental Servicing Fees; providedwritten consent of the Insurer shall have been obtained (each, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (ba "Monthly Remittance Condition"), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as remit any such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above amounts received during any Collection Period to the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to preceding the extent that the aggregate amount of collections described in clause (a) above and received during Distribution Date following such Collection Period exceeds (it being understood that the amount Monthly Remittance Condition has not been satisfied as of the Servicer Letter of CreditClosing Date). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(Bii) above or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Seller Depositor or the Servicer in an Officer’s Certificate's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), from Securityholders as provided in Section 7.01 the Holders of Notes evidencing not less than 25% of the Note Balance or from the Letter Holders of Credit BankCertificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the The Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held Closing Date all amounts received by the Servicer which should have been deposited into on or in respect of the Collection Account but were not, thereby resulting in a payment under Receivables (including Liquidation Proceeds and all amounts received by the Servicer Letter in connection with the repossession and sale of Credit, if any, shall a Financed Vehicle (whether or not be remitted the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the Collection Account, but shall instead be paid immediately and directly to second Business Day preceding the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankClosing Date.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received from by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds within two (2) not later than the second Business Days Day after receipt identification thereof. For purposes of this Article V, in each casethe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, minus for so long as (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to NMAC is the Servicer, and (ii) any prepayment charge (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other administrative fees form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and expenses (iii) no Event of Default or similar charges which Servicer Default shall have occurred and be retained continuing (unless waived by the Servicer and Supplemental Servicing Fees; providedappropriate Securityholders) (collectively, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed the “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Conditions”), the Servicer may shall not be permitted required to make remittances of remit such collections to the Collection Account on a less frequent the foregoing basis than that specified in clause (a) above for so long as but shall be entitled to retain such terms and conditions are fulfilled. Accordinglycollections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer will be permitted to shall remit all such collections referred to in clause (a) above respect of the related Collection Period to the Collection Account in immediately available funds funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on each Deposit Date which any Monthly Remittance Condition ceases to be satisfied and for so long as (i) (A) any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be AHFCimmediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, (B) no Servicer Default or Event of Default if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued will no longer be bound by a depository institution or insurance companythe Monthly Remittance Condition hereunder, as the case may be, having a short-term credit rating at least equal and will instead be subject to the Required Deposit Rating and providing that conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee may draw thereon in or the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Owner Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (i)(Biii) above that would require daily remittance by of the Servicer to definition of the Collection Account Monthly Remittance Condition unless a Responsible Officer the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or from the Letter Holders of Credit BankNotes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. 42 (Nissan 2015-C Sale and Servicing Agreement) (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)if a Monthly Remittance Condition is not satisfied, the Servicer shall remit all collections referred to in clause may utilize an alternative remittance schedule (a) above to which may include the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held remittance schedule utilized by the Servicer which should before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted satisfied with respect to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankalternative remittance schedule.

Collections. (a) The Servicer shall remit daily within two Business Days of receipt thereof (or, with respect to principal payments received up to two Business Days prior to the Closing Date, on the Closing Date) to the Collection Account all payments received from by or on behalf of the Obligors on or in with respect of to the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to other than any amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and constituting Supplemental Servicing Fees; provided) and all Liquidation Proceeds, that any payments received in respect of an Obligor that are not immediately identifiable both as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on collected during a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit BankPeriod. Notwithstanding the foregoing, immediately following if Compass Bank is the Servicer and (xi) non-compliance with any of clause (A), (B) shall have the Required Rating or (Cii) aboveIndenture Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Notes or the Certificates would not be lowered or withdrawn as a result, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit may deposit all collections amounts referred to in clause (a) above to for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that (i) if a daily basis within two Servicer Termination Event has occurred and is continuing, (2ii) Business Days of receipt thereof Servicer has been terminated as such pursuant to Section 8.1 or (iii) Servicer ceases to have the Required Rating, Servicer shall deposit such amounts (including any amounts then being held by Servicer) into the Collection Account as provided in accordance with clause (a) abovethe preceding sentence. For purposes of this Article V, the phrase “"payments made by or on behalf of the Obligors” " shall mean payments made with respect to the Receivables by Persons other than Servicer, Company or either Seller. (b) With respect to each Receivable (other than a Purchased Receivable), collections and payments by or on behalf of the SellerObligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to interest and principal in accordance with the Simple Interest Method, the Servicer or the Letter of Credit Bank, if anyas applied by Servicer. Any funds held by excess shall be applied to prepay the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, Receivable. All Liquidation Proceeds shall not be remitted applied to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the related Receivable in accordance with Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank's customary servicing procedures.

Collections. (a) The Servicer shall remit daily within two Business Days of receipt thereof to the Collection Account all payments received from by or on behalf of the Obligors on or in with respect of to the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to other than any amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and constituting Supplemental Servicing Fees; provided) and all Liquidation Proceeds, that any payments received in respect of an Obligor that are not immediately identifiable both as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to collected during the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit BankPeriod. Notwithstanding the foregoing, immediately following if [_______] is the Servicer and (x) non-compliance with any of clause (A), (B) or (C) above, shall have the Required Rating or (y) Indenture Trustee otherwise shall have received written notice from each of the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)Rating Agencies that the then outstanding rating on the Notes or the Certificates would not be lowered or withdrawn as a result, the Servicer shall remit may deposit all collections amounts referred to in clause (a) above to for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that (i) if a daily basis within two Servicer Termination Event has occurred and is continuing, (2ii) Business Days of receipt thereof Servicer has been terminated as such pursuant to Section 8.1 or (iii) Servicer ceases to have the Required Rating, Servicer shall deposit such amounts (including any amounts then being held by Servicer) into the Collection Account as provided in accordance with clause (a) abovethe preceding sentence. For purposes of this Article V the phrase “"payments made by or on behalf of Obligors” " shall mean payments made with respect to the Receivables by Persons other than Servicer, Seller or any Seller Affiliate. (b) With respect to each Receivable (other than a Purchased Receivable or a Precomputed Receivable), collections and payments by or on behalf of the SellerObligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to interest and principal in accordance with the Simple Interest Method, the Servicer or the Letter of Credit Bank, if anyas applied by Servicer. Any funds held excess shall be applied to prepay the Receivable. All Liquidation Proceeds shall be treated as Available Interest. (c) With respect to each Precomputed Receivable, collections and payments by or on behalf of an Obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to the Servicer which should have been deposited into scheduled payments due on such Precomputed Receivable for such Collection Period. To the extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted and applied either to the Collection Account, but shall instead be paid immediately and directly scheduled payments due or to prepay the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items Precomputed Receivable in such related Servicer’s Certificate, each shortfall full in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee accordance with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankSection 5.5.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received from by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds within two (2) not later than the second Business Days Day after receipt identification thereof. For purposes of this Article V, in each casethe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, minus for so long as (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to NMAC is the Servicer, and (ii) any prepayment charge (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other administrative fees form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and expenses (iii) no Event of Default or similar charges which Servicer Default shall have occurred and be retained continuing (unless waived by the Servicer and Supplemental Servicing Fees; providedappropriate Securityholders) (collectively, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed the “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Conditions”), the Servicer may shall not be permitted required to make remittances of remit such collections to the Collection Account on a less frequent the foregoing basis than that specified in clause (a) above for so long as but shall be entitled to retain such terms and conditions are fulfilled. Accordinglycollections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer will be permitted to shall remit all such collections referred to in clause (a) above respect of the related Collection Period to the Collection Account in immediately available funds funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on each Deposit Date which any Monthly Remittance Condition ceases to be satisfied and for so long as (i) (A) any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be AHFCimmediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, (B) no Servicer Default or Event of Default if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued will no longer be bound by a depository institution or insurance companythe Monthly Remittance Condition hereunder, as the case may be, having a short-term credit rating at least equal and will instead be subject to the Required Deposit Rating and providing that conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee may draw thereon in or the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Owner Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (i)(Biii) above that would require daily remittance by of the Servicer to definition of the Collection Account Monthly Remittance Condition unless a Responsible Officer the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or from the Letter Holders of Credit BankNotes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. 42 (Nissan 2015-B Sale and Servicing Agreement) (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)if a Monthly Remittance Condition is not satisfied, the Servicer shall remit all collections referred to in clause may utilize an alternative remittance schedule (a) above to which may include the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held remittance schedule utilized by the Servicer which should before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted satisfied with respect to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankalternative remittance schedule.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received from by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the 40 (Nissan 2015-A Sale and Servicing Agreement) Administrative Receivables) and all Net Liquidation Proceeds within two (2) not later than the second Business Days Day after receipt identification thereof. For purposes of this Article V, in each casethe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, minus for so long as (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to NMAC is the Servicer, and (ii) any prepayment charge (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other administrative fees form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and expenses (iii) no Event of Default or similar charges which Servicer Default shall have occurred and be retained continuing (unless waived by the Servicer and Supplemental Servicing Fees; providedappropriate Securityholders) (collectively, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed the “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Conditions”), the Servicer may shall not be permitted required to make remittances of remit such collections to the Collection Account on a less frequent the foregoing basis than that specified in clause (a) above for so long as but shall be entitled to retain such terms and conditions are fulfilled. Accordinglycollections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer will be permitted to shall remit all such collections referred to in clause (a) above respect of the related Collection Period to the Collection Account in immediately available funds funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on each Deposit Date which any Monthly Remittance Condition ceases to be satisfied and for so long as (i) (A) any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be AHFCimmediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, (B) no Servicer Default or Event of Default if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued will no longer be bound by a depository institution or insurance companythe Monthly Remittance Condition hereunder, as the case may be, having a short-term credit rating at least equal and will instead be subject to the Required Deposit Rating and providing that conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee may draw thereon in or the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Owner Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (i)(Biii) above that would require daily remittance by of the Servicer to definition of the Collection Account Monthly Remittance Condition unless a Responsible Officer the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or from the Letter Holders of Credit BankNotes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). 41 (Nissan 2015-A Sale and Servicing Agreement) (d) Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)if a Monthly Remittance Condition is not satisfied, the Servicer shall remit all collections referred to in clause may utilize an alternative remittance schedule (a) above to which may include the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held remittance schedule utilized by the Servicer which should before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted satisfied with respect to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankalternative remittance schedule.

Collections. (a) The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit daily to the Collection Deposit Account all payments received from by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds collected during the related Collection Period, prior to 11:00 a.m. (New York time) on or in respect the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Net Liquidation Proceeds within two (2) Business Days after of receipt thereof, in each case, minus . The commingling conditions are as follows: (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to DCS must be the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (Ciii) (x) the Required Servicer Rating is satisfied, DaimlerChrysler North America Holding Corporation must maintain a short-term rating of at least "A-1" by Standard & Poor's and "P-1" by Moody's or (y) if the Required Servicer Rating is not satisfieddaily remittances occur hereunder, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance companyprior to ceasing daily remittances, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to each Rating Agency for which the contrary, so long as DCS is the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate DCS may withhold from the Servicer deposit into the Deposit Account any amounts indicated on the related Servicer's Certificate as being due and payable to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event DCS or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller and pay such amounts directly to DCS or the Servicer in an Officer’s CertificateSeller, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) aboveapplicable. For purposes of this Article V, the phrase “"payments made by or on behalf of Obligors” " shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. In the event the commingling conditions cease to be met, the Servicer or the Letter shall make daily remittance of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted collections to the Collection AccountDeposit Account within two Business Days of receipt thereof; provided however, but shall instead be paid immediately and directly to the Letter daily remittance may commence no later than five Business Days following a reduction of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied DaimlerChrysler North America Holding Corporation's short-term ratings below "A-1" by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, Standard & Poor's or "P-1" by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankMoody's.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments received from or on behalf of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which has been satisfied or the Servicer’s then-current short-term credit rating proposed alternative collections remittance schedule is not at least equal otherwise acceptable to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditAgencies. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(BB) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank7.01. Notwithstanding the foregoing, immediately commencing with the first Collection Period that begins at least two (2) Business Days following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)) and for so long as such condition continues to exist, the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer [or the a Letter of Credit Bank, if any. .] [Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank.]

Collections. (a) The Subject to the provisions of subsection (b) below, the Servicer shall remit daily to the Collection Account (i) all payments received from by or on behalf of the Obligors (including, subject to the next two sentences, Payaheads on or in the Receivables, but excluding payments with respect of the to Purchased Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer included in the Collection Account but later determined by the Servicer in its reasonable opinion Supplemental Servicing Fee), including amounts treated as collections on Final Payment Receivables pursuant to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, Section 3.2(d) and (ii) any prepayment charge all Liquidation Proceeds and other administrative fees and expenses or similar charges which shall be retained all Recoveries, received by the Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Day after receipt thereof. Collections of Payaheads shall be deposited in the Collection Account, pursuant to the preceding sentence for purposes of administrative convenience only, pending determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(f)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, such amounts shall not be deemed “received” transferred to the Collection Account until such time due. MMCA, for so long as it is acting as the Obligor is identified and the payment is allocated as suchServicer, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (athe immediately preceding paragraph. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 4.2(a) above and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 4.2(a), the Servicer will be permitted to shall remit collections referred to in clause (a) above received during a Collection Period to the Collection Account in immediately available funds on each Deposit the Business Day prior to the related Payment Date but only for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, or (y) if the Required Servicer Rating a Monthly Remittance Condition is not satisfied, the Servicer shall have obtained may utilize an alternative remittance schedule (1) a which may include the remittance schedule utilized by the Servicer Letter of Credit issued by a depository institution or insurance companybefore the Monthly Remittance Condition became unsatisfied), as if the case may be, having a short-term credit rating at least equal Servicer provides to the Required Deposit Rating Owner Trustee and providing that the Indenture Trustee may draw thereon written confirmation from the Rating Agencies that such alternative remittance schedule will not result in the event that downgrading or withdrawal by the Servicer fails to deposit collections into Rating Agencies of the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory ratings then assigned to the Indenture Trustee Notes and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditCertificates. The Owner Trustee or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause clauses (i)(Bii) above or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, 's Certificate or written notice from Securityholders as provided in Section 7.01 the Holders of Notes evidencing not less than 25% of the principal balance of the then outstanding Notes or from the Letter Holders of Credit Bank. Notwithstanding Certificates evidencing not less than 25% of the foregoing, immediately following Certificate Balance or a Responsible Officer in the Corporate Trust Office with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. (xb) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, as soon as practicable, but shall instead be paid immediately and directly in no event after the close of business on the second Business Day after receipt thereof by the subservicer (but subject to the Letter provisions of Credit Bank. The Servicer shall also be permitted Section 4.2(a)) the amounts referred to reimburse in Section 4.2(a) in respect of a Receivable being serviced by the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Banksubservicer.

Collections. (a) The Servicer shall remit daily to the Collection Account all All payments received from or on behalf of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in respect of Accounts and applied by the Servicer to payment of Privileged Assets Billed Amounts shall be treated in the same manner as Collections with respect to the Receivables for purposes of this Agreement. The Servicer will apply all Collections with respect to the Receivables for each Due Period as described in this Article IV and each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account on the Date of Processing of such Collections. Subject to the express terms of any Supplement, but later determined by notwithstanding anything else in this Agreement to the contrary, for so long as, and only so long as, TRS or an Affiliate of TRS shall be the Servicer in its reasonable opinion to have resulted from mistaken deposits hereunder and (i) maintain a short-term credit rating (which may be an implied rating) of P-1 by Moody's and of A-1 by Standard & Poor's, or postings, which amounts have not been previously reimbursed (ii) obtain a guarantee with respect to the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody's and of A-1+ by Standard & Poor's, or (iii) obtains a written notification from each Rating Agency to the effect that such Rating Agency does not intend to downgrade or withdraw its then current rating of any outstanding Series of Certificates despite the Servicer's inability to satisfy the rating requirement specified in clause (i), and for two Business Days following any reduction of either such rating or failure to satisfy the conditions of either clause (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (biii), the Servicer may, but need not, deposit Collections or amounts received from the Transferors pursuant to subsection 2.04(d)(iii) or subsection 3.08(a) into the Collection Account or make payments to the holder of the Exchangeable Transferor Certificate prior to the close of business on the Date of Processing, but rather may be permitted to make remittances of collections on a less frequent basis than that specified single deposit in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on the Business Day prior to each Deposit Distribution Date in an amount equal to the sum of amounts received from the Transferors pursuant to subsection 2.04(d)(iii) and subsection 3.08(a) with respect to the Due Period for so long as (i) (A) each such Distribution Date and the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred Collections with respect to the Due Period for each such Distribution Date to the extent such amounts and be continuing and not have been waived Collections are allocated to the Investor Certificateholders in accordance with Article IV. Collections shall not be required to be invested in Eligible Investments until such time as they are deposited into the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Collection Account. The Servicer shall have obtained (1) a Servicer Letter notify the Trustee of Credit issued by a depository institution any downgrade or insurance company, as the case may be, having a withdrawal of its short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that rating. Should the Servicer fails be required to deposit collections make daily deposits of Collections into the Collection Account on a monthly basispursuant to this subsection, during any Amortization Period or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) aboveAccumulation Period, the Servicer satisfies the Rating Agency Condition with respect may cease depositing Principal Collections received in any Due Period and allocable to each Rating Agency for which the Servicer’s then-current short-term credit rating is not a Series in any Amortization Period or Accumulation Period at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with time as an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above Principal Collections allocable to such Series and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were notor Principal Funding Account, thereby resulting as applicable, equals the amount of principal scheduled or permitted to be paid or deposited on the next succeeding Distribution Date with respect to such Series. Principal Collections allocable to such Series in excess of such amount shall, subject to the provisos in subsection 4.01(f) and the next succeeding paragraph, be distributed on a payment under daily basis as they are collected to the Transferors. Should the Servicer Letter be required to make daily deposits of CreditCollections into the Collection Account pursuant to this subsection, if anyduring any Amortization Period or Accumulation Period, shall not the Servicer may cease depositing Excess Principal Collections received with respect to a Due Period at such time as such Excess Principal Collections deposited into the Collection Account or Principal Funding Account, as applicable, with respect to each Series in an Amortization Period or Accumulation Period together with Principal Collections allocable to such Series and deposited into the Collection Account with respect to such Due Period equals the amount of principal scheduled or permitted to be remitted paid or deposited with respect to such Series on the next succeeding Distribution Date. Should the Servicer be required to make daily deposits of Collections in the Collection Account or Principal Funding Account pursuant to this subsection, Excess Principal Collections in excess of amounts allocable to Series which are in their Amortization Period or Accumulation Period and deposited in the Collection Account or Principal Funding Account, as applicable, pursuant to the Collection Accountpreceding sentence shall, but shall instead be paid immediately and directly subject to the Letter of Credit Bank. The Servicer shall also provisos in subsection 4.01(f), be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment distributed to the Letter of Credit Bank shall be accompanied by Transferors on a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankdaily basis.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received from by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds within two (2) not later than the second Business Days Day after receipt identification thereof. For purposes of this Article V, in each casethe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, minus for so long as (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to NMAC is the Servicer, and (ii) any prepayment charge (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other administrative fees form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and expenses (iii) no Event of Default or similar charges which Servicer Default shall have occurred and be retained continuing (unless waived by the Servicer and Supplemental Servicing Fees; providedappropriate Securityholders) (collectively, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed the “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Conditions”), the Servicer may shall not be permitted required to make remittances of remit such collections to the Collection Account on a less frequent the foregoing basis than that specified in clause (a) above for so long as but shall be entitled to retain such terms and conditions are fulfilled. Accordinglycollections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer will be permitted to shall remit all such collections referred to in clause (a) above respect of the related Collection Period to the Collection Account in immediately available funds funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on each Deposit Date which any Monthly Remittance Condition ceases to be satisfied and for so long as (i) (A) any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be AHFCimmediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, (B) no Servicer Default or Event of Default if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued will no longer be bound by a depository institution or insurance companythe Monthly Remittance Condition hereunder, as the case may be, having a short-term credit rating at least equal and will instead be subject to the Required Deposit Rating and providing that conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee may draw thereon in or the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Owner Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (i)(Biii) above that would require daily remittance by of the Servicer to definition of the Collection Account Monthly Remittance Condition unless a Responsible Officer the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or from the Letter Holders of Credit Bank. Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)if a Monthly Remittance Condition is not satisfied, the Servicer shall remit all collections referred to in clause may utilize an alternative remittance schedule (a) above to which may include the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held remittance schedule utilized by the Servicer which should before the Monthly Remittance Condition became unsatisfied), if the Rating Agency Condition shall have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted satisfied with respect to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankalternative remittance schedule.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments received from or on behalf of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as provided the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to Trustees written confirmation from each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to proposed alternative collections remittance schedule will not result in the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter reduction of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount withdrawal of the Servicer Letter rating then assigned to any Class of CreditNotes. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank7.01. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the a Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments amounts received from or on behalf of by the Obligors Servicer on or in respect of the Receivables (including Liquidation Proceeds and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited received by the Servicer in connection with the Collection Account repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but later determined by excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the Servicer in its reasonable opinion to have resulted from mistaken deposits or postingsclose of business on the second Business Day after such receipt; provided, which amounts have not been previously reimbursed to however, that for so long as (i) CarMax is the Servicer, and (ii) any prepayment charge no Event of Servicing Termination shall have occurred and other administrative fees be continuing and expenses or similar charges which (iii) the Rating Agency Condition shall be retained by the Servicer and Supplemental Servicing Fees; providedhave been satisfied (each, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed a “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Condition”), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as remit any such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above amounts received during any Collection Period to the Collection Account in immediately available funds on each Deposit the Business Day preceding the Distribution Date for so long following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (i) (A) including Liquidation Proceeds and all amounts received by the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance connection with the Basic Documents, repossession and sale of a Financed Vehicle (Cwhether or not the related Receivable has been classified as a Defaulted Receivable)) (x) the Required Servicer Rating are received in respect of a Receivable as to which there is satisfied, or (y) if the Required Servicer Rating is not satisfiedan unreimbursed Simple Interest Advance, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal retain such amounts to the Required Deposit Rating extent of such unreimbursed Simple Interest Advance (and providing that shall apply the Indenture Trustee may draw thereon in amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the event that the Servicer fails balance of such amounts to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if anyAccount; and, provided further, that if the Servicer shall have obtained a shall, if it determines that it has made an Unreimbursed Servicer Letter Advance, retain amounts received on or in respect of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day Receivables to the extent that the aggregate amount of collections described set forth in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditSection 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(Bii) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank.or

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received from by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds within two (2) not later than the second Business Days Day after receipt identification thereof. For purposes of this Article V, in each casethe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, minus for so long as (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to NMAC is the Servicer, and (ii) any prepayment charge (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other administrative fees form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and expenses (iii) no Event of Default or similar charges which Servicer Default shall have occurred and be retained continuing (unless waived by the Servicer and Supplemental Servicing Fees; providedappropriate Securityholders) (collectively, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed the “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Conditions”), the Servicer may shall not be permitted required to make remittances of remit such collections to the Collection Account on a less frequent the foregoing basis than that specified in clause (a) above for so long as but shall be entitled to retain such terms and conditions are fulfilled. Accordinglycollections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer will be permitted to shall remit all such collections referred to in clause (a) above respect of the related Collection Period to the Collection Account in immediately available funds funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on each Deposit Date which any Monthly Remittance Condition ceases to be satisfied and for so long as (i) (A) any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be AHFCimmediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, (B) no Servicer Default or Event of Default if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued will no longer be bound by a depository institution or insurance companythe Monthly Remittance Condition hereunder, as the case may be, having a short-term credit rating at least equal and will instead be subject to the Required Deposit Rating conditions to making monthly deposits as required by the subsequent Public ABS Transaction. 40 (Nissan 2012-B Sale and providing that the Servicing Agreement) (b) The Indenture Trustee may draw thereon in or the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Owner Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (i)(Biii) above that would require daily remittance by of the Servicer to definition of the Collection Account Monthly Remittance Condition unless a Responsible Officer the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or from the Letter Holders of Credit Bank. Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)if a Monthly Remittance Condition is not satisfied, the Servicer shall remit all collections referred to in clause may utilize an alternative remittance schedule (a) above to which may include the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held remittance schedule utilized by the Servicer which should before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted satisfied with respect to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankalternative remittance schedule.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received from by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds within two (2) not later than the second Business Days Day after receipt identification thereof. For purposes of this Article V, in each casethe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, minus for so long as (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to NMAC is the Servicer, and (ii) any prepayment charge (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other administrative fees form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and expenses (iii) no Event of Default or similar charges which Servicer Default shall have occurred and be retained continuing (unless waived by the Servicer and Supplemental Servicing Fees; providedappropriate Securityholders) (collectively, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed the “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Conditions”), the Servicer may shall not be permitted required to make remittances of remit such collections to the Collection Account on a less frequent the foregoing basis than that specified in clause (a) above for so long as but shall be entitled to retain such terms and conditions are fulfilled. Accordinglycollections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer will be permitted to shall remit all such collections referred to in clause (a) above respect of the related Collection Period to the Collection Account in immediately available funds funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on each Deposit Date which any Monthly Remittance Condition ceases to be satisfied and for so long as (i) (A) any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be AHFCimmediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, (B) no Servicer Default or Event of Default if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued will no longer be bound by a depository institution or insurance companythe Monthly Remittance Condition hereunder, as the case may be, having a short-term credit rating at least equal and will instead be subject to the Required Deposit Rating and providing that conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee may draw thereon in or the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Owner Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (i)(Biii) above that would require daily remittance by of the Servicer to definition of the Collection Account Monthly Remittance Condition unless a Responsible Officer the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or from the Letter Holders of Credit BankNotes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. 40 (Nissan 2013-C Sale and Servicing Agreement) (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)if a Monthly Remittance Condition is not satisfied, the Servicer shall remit all collections referred to in clause may utilize an alternative remittance schedule (a) above to which may include the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held remittance schedule utilized by the Servicer which should before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted satisfied with respect to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankalternative remittance schedule.

Collections. (a) The Servicer shall remit daily within two Business Days of receipt thereof to the Collection Account all payments collected funds received from payments by or on behalf of the Obligors on or in with respect of to the Receivables Receivables, and all Net Liquidation Proceeds within two (2) Business Days after receipt thereofand Recoveries, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in both as collected during the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Period. Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b)foregoing, the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFCBank is the Servicer, (Bii) no Servicer Default or Event of Default Servicing Termination shall have occurred and be continuing continuing, (iii) the long-term unsecured debt obligations of the Bank are rated at least A3 by Moody's and not have been waived in accordance with A- by Standard & Poor's, (iv) the Basic Documentsshort-term unsecured debt obligations of the Bank are rated at least P-1 by Moody's and A1 by Standard & Poor's, and (C) (xv) the Required Servicer Rating is satisfied, Agency Condition shall have been satisfied (and any conditions or (y) if limitations imposed by the Required Servicer Rating is not satisfiedAgencies in connection therewith are complied with), the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for remit such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) aboverelated Transfer Date. For purposes of this Article IV the phrase “"payments made by or on behalf of Obligors” " shall mean payments made with respect to the Receivables by Persons other than the SellerServicer, the Servicer Seller or the Letter of Credit Bank, if any. Any funds held Depositor. (b) All collections for the Collection Period shall be applied by the Servicer which should have been deposited into as follows: with respect to each Receivable (other than a Purchased Receivable), payments by or on behalf of the Collection Account Obligor shall be applied first to reduce Outstanding Advances as described in Section 4.8(a). Next, any excess shall be applied, in the case of Actuarial Receivables, to the Scheduled Payment and, shall be applied in the case of Simple Interest Receivables, to interest and principal in accordance with the Simple Interest Method. With respect to Actuarial Receivables, any remaining excess shall be added to the Payahead Balance, and shall be applied to prepay the Actuarial Receivable, but were notonly if the sum of such excess and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full. Otherwise, thereby resulting in any such remaining excess payments shall constitute a payment under Payahead and shall increase the Payahead Balance. (c) All Liquidation Proceeds shall be applied by the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of related Receivable in accordance with the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank's customary servicing procedures.

Collections. (a) The Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit daily within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments received from by or on behalf of the Obligors on or in with respect of to the Receivables Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all Net related Liquidation Proceeds within two (2) Business Days after receipt thereofand Recoveries, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in as collected during the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Period. Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b)foregoing, the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as (i) Key Bank USA, National Association (Aor its Affiliate) is the Servicer shall be AHFCAdministrator, (Bii) no Servicer Default or Event of Administrator Default shall have occurred and be continuing continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and not have been waived in accordance with the Basic Documents, “A3” by ▇▇▇▇▇’▇ and (Civ) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal prior to ceasing daily remittances to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into applicable sub-account of the Collection Account on a monthly basisAccount, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for shall have been satisfied (which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer parties hereto agree shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of been satisfied on the Closing Date) (and any event conditions or circumstance under clause (i)(B) above that would require daily remittance limitations imposed by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer Rating Agencies in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clauseconnection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit all such collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) aboveto the Administrator, and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments made by or on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted with respect to the Collection AccountGroup I or Group II Student Loans, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifyingas applicable, by reference to or on behalf of borrowers thereof and the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to Guarantors (but excluding the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankDepartment).

Collections. (a) The Servicer shall remit daily to the Collection Account all payments received from or on behalf set aside and hold in trust as property of the Obligors on or in respect Borrower for the benefit of the Receivables and all Net Liquidation Proceeds within two Secured Parties (2) Business Days after receipt thereofor, in each case, minus (i) an amount equal to amounts previously deposited if so requested by the Servicer Administrative Agent, segregate in the Collection Account but later determined a separate account designated by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postingsAdministrative Agent, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained an account maintained and controlled by the Servicer and Supplemental Servicing Fees; providedAdministrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, for application in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding priority of payments set forth below, all Collections on Pool Receivables that are received by the provisions Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of clause (a) above and subject to and upon compliance with the terms and conditions precedent set forth in this clause (b)Section 5.03 are satisfied with respect thereto, the Servicer may be permitted release to make remittances of collections on the Borrower (for its own account) from such Collections the amount it determines in its sole discretion (each such release, a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled“Release”). AccordinglyOn each Settlement Date, the Servicer will be permitted to remit collections referred to in clause (a) above to or, following its assumption of control of the Collection Account Accounts, the Administrative Agent) shall, distribute such Collections in immediately available funds on each Deposit Date for so long as the following order of priority: (i) (A) first, to the Servicer shall be AHFC, for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency andplus, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter amount of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day Servicing Fees payable for any prior Interest Period to the extent that such amount has not been distributed to the aggregate Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 12.01 in respect of collections described in clause (a) above and received during such Collection Period exceeds payments), plus, if applicable, the amount of the Servicer Letter any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 12.01 in respect of Credit. The Indenture Trustee shall not be deemed to have knowledge of such payments) payable for any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer prior Interest Period to the Collection Account unless a Responsible Officer extent such amount has received notice of not been distributed to such event Lender or circumstance from the Seller or the Servicer Credit Party; (iii) third, as set forth in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following clauses (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(cand/or (z) (notwithstanding any period of grace contained in such clause)below, the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank.as applicable:

Collections. (a) The Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall remit daily to the Collection Account all payments received from (other than amounts constituting Supplemental Servicing Fees) by or on behalf of the Obligors on or in respect of the Receivables and Receivables, including all Net Liquidation Proceeds within two received by Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Day, after identification thereof. Subject to the provisions of subsections (2b) Business Days after receipt thereofand (c), in each caseon the Closing Date, minus (i) an amount equal to amounts previously deposited by the Servicer shall deposit in the Collection Account but later determined all payments by or on behalf of the Obligors on the Receivables received by Servicer in its reasonable opinion to have resulted from mistaken deposits after the Cutoff Date and on or postings, which amounts have not been previously reimbursed prior to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by second Business Day immediately preceding the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practicesClosing Date. (b) Notwithstanding the provisions of clause subsection (a), if Bank is the Servicer and (i) [ ] shall have the Required Rating or (ii) Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to in subsection (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the any Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections Period into the Collection Account not later than the close of business on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory the Deposit Date with respect to the Indenture Trustee and each Rating Agencysuch Collection Period; provided that in connection with clause if (x) a Servicer Termination Event has occurred and is continuing, (y) above, the Servicer satisfies the Rating Agency Condition with respect has been terminated as such pursuant to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal Section 8.1 or (z) [ ] ceases to have the Required Servicer Rating for such Rating Agency andRating, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause deposit such amounts (1including any amounts then being held by Servicer) above, the Servicer shall be required to remit collections to into the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank4.2(a). Notwithstanding the foregoing, immediately following (x) non-compliance with any the provisions of clause (A), (B) or (C) above, or (y) the proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in Section 7.01(c) clauses (notwithstanding any period of grace contained in such clausex), (y) and (z) of such proviso with respect to the Servicer shall remit all collections outgoing Servicer. Pending the deposit of the amounts referred to in clause subsection (a) above into the Collection Account, such amounts may be employed by Servicer at its own risk and for its own benefit and need not be segregated from Servicer’s own funds. Any losses resulting from Servicer’s actions shall be borne exclusively by Servicer. Servicer shall promptly notify Trustee in writing if [ ] shall obtain or lose the Required Rating. (c) Notwithstanding the provisions of subsections (a) and (b), Servicer may retain, or will be entitled to be reimbursed, from amounts otherwise payable into, or on deposit in, the Collection Account with respect to a Collection Period any amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the related Distribution Date. (d) With respect to each Precomputed Receivable, collections and payments by or on behalf of an obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to the scheduled payment on such Precomputed Receivable for such Collection Period. To the extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account on a daily basis within two (2) Business Days of receipt thereof and applied either to the scheduled payments due or to prepay the Precomputed Receivable in full in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankSection 4.5.

Collections. (a) The Except as provided below, the Servicer shall remit daily to the Collection Account deposit all payments received from or on behalf of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer Collections in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later determined by than the second Business Day following such Date of Processing. In the event of the insolvency of the Servicer, then, immediately upon the occurrence of such event and thereafter, the Servicer shall deposit all Collections into the Collection Account which shall be established and maintained with a Qualified Institution other than the Servicer in its reasonable opinion accordance with subsection 4.02(a), and in no such event shall the Servicer deposit any Collections thereafter into any account established, held or maintained with the Servicer. The Servicer shall allocate such amounts to have resulted each Series of Investor Certificates and to the Holder of the Transferor Certificate in accordance with this Article IV and shall withdraw the required amounts from mistaken the Collection Account or pay such amounts to the Holder of the Transferor Certificate in accordance with this Article IV, in both cases as modified by any Supplement. The Servicer shall make such deposits or postingspayments on the date indicated therein by wire transfer or as otherwise provided in the Supplement for any Series of Certificates with respect to such Series. Notwithstanding anything in this Agreement to the contrary, which amounts have not been previously reimbursed for so long as, and only so long as, BANA shall remain the Servicer hereunder, and (a)(i) the Servicer provides to the Trustee and the Transferor a letter of credit covering risk collection of the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, Transferor shall not be deemed “received” until have received a notice from any Rating Agency that such time as a letter of credit would result in the Obligor is identified and lowering of such Rating Agency’s then‑existing rating of the payment is allocated as suchInvestor Certificates, in accordance with the Servicer’s customary servicing practices. or (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFChave and maintain a certificate of deposit or short‑term deposit rating of P‑1 by ▇▇▇▇▇’▇, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic DocumentsA‑1 by Standard & Poor’s, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfiedof F1 by Fitch, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution need not deposit Collections from the Collection Account into the Principal Account, the Finance Charge Account or insurance companyany Series Account, as provided in any Supplement, or make payments to the case Holder of the Transferor Certificate, prior to the close of business on the day any Collections are deposited in the Collection Account as provided in Article IV, but may bemake such deposits, having a short-term credit rating at least payments and withdrawals on each Transfer Date in an amount equal to the Required Deposit Rating net amount of such deposits, payments and providing that withdrawals which would have been made but for the Indenture Trustee may draw thereon in the event that provisions of this paragraph. If at any time the Servicer fails shall qualify to deposit collections into make deposits on the Collection Account on a monthly basis, Transfer Date as provided in this paragraph (or (2shall cease to be so qualified) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with shall deliver an Officer’s Certificate from of the Servicer to the effect Transferor and the Trustee stating that the Servicercriteria set forth in (a)(i) and (ii) and (b) of this paragraph have been satisfied (or have ceased to be satisfied). The Trustee may rely on such Officer’s then-current short-term credit rating is at least equal Certificate without investigation or inquiry. Notwithstanding anything else in this Agreement to the Required Servicer Rating from each other Rating Agencycontrary, if any; andwith respect to any Monthly Period, provided further, that if whether the Servicer is required to make monthly or daily deposits from the Collection Account into the Finance Charge Account, the Principal Account or any Series Account, as provided in any Supplement, (i) the Servicer will only be required to deposit Collections from the Collection Account into the Finance Charge Account, the Principal Account or any Series Account up to the required amount to be deposited into any such account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Credit Enhancement Provider pursuant to the terms of any Supplement or agreement relating to such Credit Enhancement and any excess shall have obtained a Servicer Letter be paid as collected to the Holder of Credit the Transferor Interest and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in accordance with subclause the Collection Account exceeds the amount required to be deposited pursuant to clause (1i) above, the Servicer shall be required to remit collections to withdraw the excess from the Collection Account on each Business Day and (A) immediately pay it to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount Holder of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event Transferor Interest or circumstance under clause (i)(B) above that would require daily remittance by the Servicer B), if permitted pursuant to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificateprior paragraph, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above pay it to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy Holder of the Servicer’s Certificate Transferor Interest on the related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankTransfer Date.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received from or on behalf of by the Obligors Servicer on or in respect of the Receivables (including Liquidation Proceeds and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited received by the Servicer in connection with the Collection Account repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but later determined by excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the Servicer in its reasonable opinion to have resulted from mistaken deposits or postingsclose of business on the second Business Day after such receipt; provided, which amounts have not been previously reimbursed to however, that for so long as (i) CarMax is the Servicer, and (ii) any prepayment charge no Event of Servicing Termination shall have occurred and other administrative fees be continuing and expenses or similar charges which shall be retained (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “P-1” by ▇▇▇▇▇’▇ (the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Condition”), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as remit any such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above amounts received during any Collection Period to the Collection Account in immediately available funds on each Deposit the Business Day preceding the Distribution Date for so long following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (i) (A) including Liquidation Proceeds and all amounts received by the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance connection with the Basic Documents, repossession and sale of a Financed Vehicle (Cwhether or not the related Receivable has been classified as a Defaulted Receivable)) (x) the Required Servicer Rating are received in respect of a Receivable as to which there is satisfied, or (y) if the Required Servicer Rating is not satisfiedan unreimbursed Simple Interest Advance, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal retain such amounts to the Required Deposit Rating extent of such unreimbursed Simple Interest Advance (and providing that shall apply the Indenture Trustee may draw thereon in amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the event that the Servicer fails balance of such amounts to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if anyAccount; and, provided further, that if the Servicer shall have obtained a shall, if it determines that it has made an Unreimbursed Servicer Letter Advance, retain amounts received on or in respect of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day Receivables to the extent that the aggregate amount of collections described set forth in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditSection 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause clauses (i)(Bii) above or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Seller Depositor or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or written notice of such event or circumstance from the Letter Holders of Credit BankNotes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the The Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held Closing Date all amounts received by the Servicer which should have been deposited into on or in respect of the Collection Account but were not, thereby resulting in a payment under Receivables (including Liquidation Proceeds and all amounts received by the Servicer Letter in connection with the repossession and sale of Credit, if any, shall a Financed Vehicle (whether or not be remitted the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the Collection Account, but shall instead be paid immediately and directly to second Business Day preceding the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankClosing Date.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received from or on behalf of by the Obligors Servicer on or in respect of the Receivables (including Liquidation Proceeds and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited received by the Servicer in connection with the Collection Account repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but later determined by excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the Servicer in its reasonable opinion to have resulted from mistaken deposits or postingsclose of business on the second Business Day after such receipt; provided, which amounts have not been previously reimbursed to however, that for so long as (i) CarMax is the Servicer, and (ii) any prepayment charge no Event of Servicing Termination shall have occurred and other administrative fees be continuing and expenses or similar charges which (iii) the Rating Agency Condition shall be retained by the Servicer and Supplemental Servicing Fees; providedhave been satisfied (each, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed a “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Condition”), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as remit any such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above amounts received during any Collection Period to the Collection Account in immediately available funds on each Deposit the Business Day preceding the Distribution Date for so long following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (i) (A) including Liquidation Proceeds and all amounts received by the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance connection with the Basic Documents, repossession and sale of a Financed Vehicle (Cwhether or not the related Receivable has been classified as a Defaulted Receivable)) (x) the Required Servicer Rating are received in respect of a Receivable as to which there is satisfied, or (y) if the Required Servicer Rating is not satisfiedan unreimbursed Simple Interest Advance, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal retain such amounts to the Required Deposit Rating extent of such unreimbursed Simple Interest Advance (and providing that shall apply the Indenture Trustee may draw thereon in amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the event that the Servicer fails balance of such amounts to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if anyAccount; and, provided further, that if the Servicer shall have obtained a shall, if it determines that it has made an Unreimbursed Servicer Letter Advance, retain amounts received on or in respect of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day Receivables to the extent that the aggregate amount of collections described set forth in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditSection 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(Bii) above or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Seller Depositor or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or written notice of such event or circumstance from the Letter Holders of Credit BankNotes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the The Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held Closing Date all amounts received by the Servicer which should have been deposited into on or in respect of the Collection Account but were not, thereby resulting in a payment under Receivables (including Liquidation Proceeds and all amounts received by the Servicer Letter in connection with the repossession and sale of Credit, if any, shall a Financed Vehicle (whether or not be remitted the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the Collection Account, but shall instead be paid immediately and directly to second Business Day preceding the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankClosing Date.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all payments received from or on behalf of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in Collections collected during the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postingsPeriod. Chase USA has requested that, which amounts have not been previously reimbursed to so long as it is acting as the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections Collections on a less frequent basis than that specified in clause (a) above the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this SECTION 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer will be permitted to shall remit such collections referred to in clause (a) above to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on each the Deposit Date Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody's, "F1" by Fitch (Aif rated by Fitch) and "A-1" by Standard & Poor's, or the Rating Agency Condition is satisfied as a result of Collections being remitted on a monthly, rather than daily, basis and (ii) the Servicer shall be AHFC, (B) no Servicer Default Chase USA or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, JPMorgan Chase Bank. Upon remittance by the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal Collections to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basispursuant to the preceding sentence, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Rating Agency; provided that in connection with clause (y) aboveDeposit Date, setting forth the amounts remitted by the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for on such Rating Agency date and, if applicable, provides the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with an Officer’s Certificate from such written notice by 12 noon, New York City time, on such Deposit Date, then the Servicer to Indenture Trustee and the effect Owner Trustee shall assume that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections no deposits were made to the Collection Account on each Business Day pursuant to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) abovethis SECTION 5.2. For purposes of this Article SECTION 5.2 the phrase “"payments made on behalf of the Obligors” " shall mean payments made by Persons other than the SellerSeller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or the Letter of Credit Bank, if any. Any funds held by (ii) the Servicer which should shall be deemed to have been deposited into purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to Period during which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankerror shall have occurred.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received from by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds within two (2) not later than the second Business Days Day after receipt identification thereof. For purposes of this Article V, in each casethe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, minus for so long as (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to NMAC is the Servicer, and (ii) any prepayment charge (A) NMAC’s short-term unsecured debt obligations are rated at least [“Prime-1”] by [▇▇▇▇▇’▇] and at least [“F1”] by [Fitch] (so long as [▇▇▇▇▇’▇] and [Fitch] are Rating Agencies), (B) NMAC maintains a letter of credit or other administrative fees form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and expenses (iii) no Event of Default or similar charges which Servicer Default shall have occurred and be retained continuing (unless waived by the Servicer and Supplemental Servicing Fees; providedappropriate Securityholders) (collectively, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed the “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bMonthly Remittance Conditions”), the Servicer may shall not be permitted required to make remittances of remit such collections to the Collection Account on a less frequent the foregoing basis than that specified in clause (a) above for so long as but shall be entitled to retain such terms and conditions are fulfilled. Accordinglycollections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer will be permitted to shall remit all such collections referred to in clause (a) above respect of the related Collection Period to the Collection Account in immediately available funds funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on each Deposit Date which any Monthly Remittance Condition ceases to be satisfied and for so long as (i) (A) any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be AHFCimmediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, (B) no Servicer Default or Event of Default if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued will no longer be bound by a depository institution or insurance companythe Monthly Remittance Condition hereunder, as the case may be, having a short-term credit rating at least equal and will instead be subject to the Required Deposit Rating and providing that conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee may draw thereon in or the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Owner Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (i)(Biii) above that would require daily remittance by of the Servicer to definition of the Collection Account Monthly Remittance Condition unless a Responsible Officer the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 Certificate or from the Letter Holders of Credit Bank. Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)if a Monthly Remittance Condition is not satisfied, the Servicer shall remit all collections referred to in clause may utilize an alternative remittance schedule (a) above to which may include the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held remittance schedule utilized by the Servicer which should before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been deposited satisfied with respect to such alternative remittance schedule. (e) [The Indenture Trustee will promptly, on the date of receipt, deposit into the Collection Account but were not, thereby resulting in a payment all Net [Swap][Cap] Receipts received by it under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid Interest Rate [Swap][Cap] Agreement in immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own available funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank.]

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received from by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds within two (2) not later than the first Business Days Day after receipt thereof. For purposes of this Article V, in each case, minus (i) an amount equal to amounts previously deposited the phrase "payments received by or on behalf of the Servicer in the Collection Account but later determined Obligors" shall mean payments made by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to Persons other than the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) . Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b)foregoing, the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms (i) NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and conditions NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are fulfilled. Accordinglyrated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the "Monthly Remittance Conditions"); the Servicer will shall not be permitted required to remit such collections referred to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in clause (a) above respect of the related Collection Period to the Collection Account in immediately available funds funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on each Deposit Date which any Monthly Remittance Condition ceases to be satisfied and for so long as (i) (A) any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be AHFC, immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (Bother than payments on Warranty Receivables and the Administrative Receivables) no Servicer Default or Event of Default and all Net Liquidation Proceeds shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, remitted by the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or daily basis not later than the first Business Day after receipt thereof. (2b) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the The Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, or the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Owner Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (i)(Biii) above that would require daily remittance by of the Servicer to definition of the Collection Account Monthly Remittance Condition unless a Responsible Officer the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 's Certificate or from the Letter Holders of Credit BankNotes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (Nissan 2003-B Sale and Servicing Agreement) (d) Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)if a Monthly Remittance Condition is not satisfied, the Servicer shall remit all collections referred to in clause may utilize an alternative remittance schedule (a) above to which may include the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held remittance schedule utilized by the Servicer which should have been deposited into before the Collection Account but were notMonthly Remittance Condition became unsatisfied), thereby resulting in a payment under if the Servicer Letter of Credit, if any, shall not be remitted provides to the Collection Account, but shall instead be paid immediately Owner Trustee and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of each such Servicer’s Certificate and the ratings then assigned to any Officer’s Certificate delivered with any such payment to the Letter Class of Credit BankNotes.

Collections. (a) The Servicer shall remit daily within two Business Days of receipt thereof to the Collection Account all payments received from by or on behalf 21 SALE AND SERVICING AGREEMENT of the Obligors on or in with respect of to the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to other than any amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and constituting Supplemental Servicing Fees; provided) and all Liquidation Proceeds, that any payments received in respect of an Obligor that are not immediately identifiable both as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to collected during the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit BankPeriod. Notwithstanding the foregoing, immediately following if AmSouth is the Servicer and (xi) non-compliance with any of clause (A), (B) shall have the Required Rating or (Cii) aboveIndenture Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Notes or the Certificates would not be lowered or withdrawn as a result, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit may deposit all collections amounts referred to in clause (a) above to for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that (i) if a daily basis within two Servicer Termination Event has occurred and is continuing, (2ii) Business Days of receipt thereof Servicer has been terminated as such pursuant to Section 8.1 or (iii) Servicer ceases to have the Required Rating, Servicer shall deposit such amounts (including any amounts then being held by Servicer) into the Collection Account as provided in accordance with clause (a) abovethe preceding sentence. For purposes of this Article V the phrase “"payments made by or on behalf of Obligors” " shall mean payments made with respect to the Receivables by Persons other than Servicer, Seller or any Seller Affiliate. (b) With respect to each Receivable (other than a Purchased Receivable or a Precomputed Receivable), collections and payments by or on behalf of the SellerObligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to interest and principal in accordance with the Simple Interest Method, the Servicer or the Letter of Credit Bank, if anyas applied by Servicer. Any funds held excess shall be applied to prepay the Receivable. All Liquidation Proceeds shall be treated as Interest Collections. (c) With respect to each Precomputed Receivable, collections and payments by or on behalf of an Obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to the Servicer which should have been deposited into scheduled payments due on such Precomputed Receivable for such Collection Period. To the extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted and applied either to the Collection Account, but shall instead be paid immediately and directly scheduled payments due or to prepay the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items Precomputed Receivable in such related Servicer’s Certificate, each shortfall full in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee accordance with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankSection 5.5.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer and the Issuer shall remit daily deposit to the Collection Account all payments any Collections received by any of them as soon as practicable (and, in any event, within two Business Days of receipt and identification thereof) after their respective receipt thereof. Notwithstanding anything else in this Agreement to the contrary, for so long as Advanta Bank Corp. or an Affiliate thereof remains the Servicer and (x) maintains a short-term debt rating of A-1 by S&P, P-1 by Mood▇'▇ ▇▇▇ F1 by Fitch (if rated by Fitch) (or such other rating above A-1, P-1 or F1 (if rated by Fitch), as the case may be), or (y) the Servicer has provided to the Trustee a letter of credit covering collection risk of the Servicer, the Servicer and the Issuer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but the Servicer may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the date which is the Business Day immediately preceding each Payment Date following the Collection Period in which the deposits were to have been made into the Collection Account. (b) Furthermore, the Servicer is not required to deposit Advance Payments into the Collection Account as received, but shall be required to deposit Advance Payments or the appropriate portions thereof into the Collection Account on the Business Day preceding the Payment Date following the Collection Period in which such payment is due and owing. (c) Notwithstanding the foregoing, the Trustee at the written direction of the Servicer and/or the Servicer may deduct from amounts otherwise specified for deposit to the Collection Account any amounts previously deposited by the Trustee or the Servicer into the Collection but which are (i) subsequently uncollectible as a result of dishonor of the instrument of payment for or on behalf of the Obligors on Obligor or in respect of the Receivables and all Net Liquidation Proceeds within two (2ii) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed were rebated to the Servicer, and Obligor. (iid) any prepayment charge and other administrative fees and expenses or similar charges which The Collection Account shall be retained under the sole dominion and control of the Trustee for the benefit of the Noteholders; provided, however, that the Trustee may conclusively rely on the information and instructions provided by the Servicer and Supplemental Servicing Fees; provided, that in determining the amount of any withdrawals or payments received in respect to be made from either such account for the purposes of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as carrying out the Obligor is identified Trustee's duties under this Agreement and the payment is allocated as such, in accordance with Indenture. Neither the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, Trustee nor the Servicer shall have obtained (1) a Servicer Letter any right of Credit issued by a depository institution setoff or insurance companybanker's lien against, as the case may beand no right to otherwise deduct from, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon any funds held in the event that the Servicer fails to deposit collections into the Collection Account for any amount owed to it by the Servicer, the Obligors, the Trustee, or any Noteholder. (e) The Trustee shall credit all net investment earnings on the Collection Account, as collected, on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received from by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds within two (2) not later than the first Business Days Day after receipt thereof. For purposes of this Article V, in each case, minus (i) an amount equal to amounts previously deposited the phrase "payments received by or on behalf of the Servicer in the Collection Account but later determined Obligors" shall mean payments made by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to Persons other than the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) . Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b)foregoing, the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms (i) NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and conditions NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are fulfilled. Accordinglyrated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the "Monthly Remittance 35 40 Conditions"); the Servicer will shall not be permitted required to remit such collections referred to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in clause (a) above respect of the related Collection Period to the Collection Account in immediately available funds funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on each Deposit Date which any Monthly Remittance Condition ceases to be satisfied and for so long as (i) (A) any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be AHFC, immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (Bother than payments on Warranty Receivables and the Administrative Receivables) no Servicer Default or Event of Default and all Net Liquidation Proceeds shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, remitted by the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or daily basis not later than the first Business Day after receipt thereof. (2b) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the The Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, or the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Owner Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (i)(Biii) above that would require daily remittance by of the Servicer to definition of the Collection Account Monthly Remittance Condition unless a Responsible Officer the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 's Certificate or from the Letter Holders of Credit Bank. Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause)if a Monthly Remittance Condition is not satisfied, the Servicer shall remit all collections referred to in clause may utilize an alternative remittance schedule (a) above to which may include the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held remittance schedule utilized by the Servicer which should have been deposited into before the Collection Account but were notMonthly Remittance Condition became unsatisfied), thereby resulting in a payment under if the Servicer Letter of Credit, if any, shall not be remitted provides to the Collection Account, but shall instead be paid immediately Owner Trustee and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of each such Servicer’s Certificate and the ratings then assigned to any Officer’s Certificate delivered with any such payment to the Letter Class of Credit BankNotes.

Collections. (a) The Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall remit daily to the Collection Account all payments received from (other than amounts constituting Supplemental Servicing Fees) by or on behalf of the Obligors on or in respect of the Receivables and Receivables, including all Net Liquidation Proceeds within two (2) received by Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Days Day, after receipt thereof. Subject to the provisions of subsections (b) and (c), in each caseon the Closing Date, minus (i) an amount equal to amounts previously deposited by the Servicer shall deposit in the Collection Account but later determined all payments by or on behalf of the Obligors on the Receivables received by Servicer in its reasonable opinion to have resulted from mistaken deposits after the Cutoff Date and on or postings, which amounts have not been previously reimbursed prior to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by second Business Day immediately preceding the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practicesClosing Date. (b) Notwithstanding the provisions of clause subsection (a), if [_________] is the Servicer and (i) Servicer shall have the Required Rating or (ii) Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to in subsection (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the any Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections Period into the Collection Account not later than the close of business on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory the Deposit Date with respect to the Indenture Trustee and each Rating Agencysuch Collection Period; provided that in connection with clause if (x) a Servicer Termination Event has occurred and is continuing, (y) above, the Servicer satisfies the Rating Agency Condition with respect has been terminated as such pursuant to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal Section 8.1 or (z) Servicer ceases to have the Required Servicer Rating for such Rating Agency andRating, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause deposit such amounts (1including any amounts then being held by Servicer) above, the Servicer shall be required to remit collections to into the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank4.2(a). Notwithstanding the foregoing, immediately following (x) non-compliance with any the provisions of clause (A), (B) or (C) above, or (y) the proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in Section 7.01(c) clauses (notwithstanding any period of grace contained in such clausex), (y) and (z) of such proviso with respect to the Servicer shall remit all collections outgoing Servicer. Pending the deposit of the amounts referred to in clause subsection (a) above into the Collection Account, such amounts may be employed by Servicer at its own risk and for its own benefit and need not be segregated from Servicer's own funds. Any losses resulting from Servicer's actions shall be borne exclusively by the Servicer. Servicer shall promptly notify Trustee in writing if it shall obtain or lose the Required Rating. (c) Notwithstanding the provisions of subsections (a) and (b), Servicer may retain, or will be entitled to be reimbursed, from amounts otherwise payable into, or on deposit in, the Collection Account with respect to a Collection Period any amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the related Distribution Date. (d) With respect to each Precomputed Receivable, collections and payments by or on behalf of an obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to the scheduled payment on such Precomputed Receivable for such Collection Period. To the extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account on a daily basis within two (2) Business Days of receipt thereof and applied either to the scheduled payments due or to prepay the Precomputed Receivable in full in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankSection 4.5.

Collections. (a) The Except as provided below, the Servicer shall remit daily to the Collection Account deposit all payments received from or on behalf of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer Collections in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later determined by than the second Business Day following such Date of Processing. Immediately upon the occurrence of the insolvency of the Servicer and thereafter, the Servicer shall deposit all Collections into the Collection Account which shall be established and maintained with a Qualified Institution other than the Servicer in its reasonable opinion accordance with subsection 4.02(a), and in no such event shall the Servicer deposit any Collections thereafter into any account established, held or maintained with the Servicer. The Servicer shall allocate such amounts to have resulted each Series of Investor Certificates and to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV and shall withdraw the required amounts from mistaken the Collection Account or pay such amounts to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV, in both cases as modified by any Supplement. The Servicer shall make such deposits or postingspayments on the date indicated therein by wire transfer or as otherwise provided in the Supplement for any Series of Certificates with respect to such Series. Notwithstanding anything in this Agreement to the contrary, which amounts have not been previously reimbursed for so long as, and only so long as, Chase USA shall remain the Servicer hereunder, and (x) (i) the Servicer provides to the Trustee a letter of credit or other form of Enhancement covering the risk of collection of the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, Transferor shall not be deemed “received” until have received a notice from any Rating Agency that such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions a letter of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances credit or other form of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon Enhancement would result in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, lowering or (2) a surety bond, insurance policy or other deposit withdrawal of cash or securities satisfactory to the Indenture Trustee and each such Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit existing rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) aboveInvestor Certificates, or (y) the occurrence Servicer shall have and maintain a certificate of an event specified in Section 7.01(c) (notwithstanding any period deposit or short-term deposit rating of grace contained in such clause)“P-1” by Moody’s and of “A-1” by Standard & Poor’s and deposit insurance provided by BIF or SAIF, the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited need not deposit Collections into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly the Principal Account, the Finance Charge Account or any Series Account, as provided in any Supplement, or make payments to the Letter Holder of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any Exchangeable Transferor Certificate, as provided in Article IV, but may make such payment deposits, payments and withdrawals on each Transfer Date in an amount equal to the Letter net amount of Credit Bank shall be accompanied by a copy such deposits, payments and withdrawals which would have been made but for the provisions of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankthis paragraph.

Collections. (a) The Servicer shall remit daily to the Collection Account all payments received from or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (aSection 4.02(a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b)below, the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (aSection 4.02(a) above upon compliance with the specific terms and conditions set forth below in this Section and for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of Section 4.02(a), the Servicer will be permitted to remit such collections referred to in clause (a) above to the Collection Account in immediately available funds funds, on each Deposit Date but only for so long as (i) (Ai)(A) the Servicer shall be AHFC, (B) except as provided in clause (ii) below, the Required Servicer Rating is satisfied and (C) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived continuing, provided, however, that immediately following the non-compliance with clause (B) above or in accordance with the Basic Documentsevent that an event of the nature specified in Section 7.01(c) has occurred (notwithstanding any period of grace contained in such clause), the Servicer shall remit such collections to the Collection Account on a daily basis within two Business Days of receipt thereof, or (ii)(A) if the conditions specified in clause (i)(A) and (C) (x) the Required Servicer Rating is above are satisfied, or and (yB) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, basis or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (yii) above, the Servicer satisfies provides to the Rating Agency Condition with respect to Indenture Trustee, from each Rating Agency for which the Servicer’s 's then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency Agency, a letter to the effect that the satisfaction of the conditions in clause (ii) above and allowing the Servicer to make monthly deposits will not result in a qualification, reduction or withdrawal of its then-current rating of any Class of Notes and, if applicable, provides the Indenture Trustee with an Officer’s 's Certificate from the Servicer to the effect that the Servicer’s 's then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause clause (1ii) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (aSection 4.02(a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditCredit Amount. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(Bi)(C) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s 's Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “"payments made on behalf of Obligors” " shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into it determines are to be remitted (or any of its own funds which the Collection Account but were not, thereby resulting Seller or the Servicer determines to pay to the Letter of Credit Bank) in respect of a failure previously to remit collections which failure resulted in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s 's Certificate related to the previous failure to remit funds and an Officer’s 's Certificate which includes a statement identifying, by reference to the items in such related Servicer’s 's Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s 's Certificate and any Officer’s 's Certificate delivered with any such payment to the Letter of Credit Bank. (c) The Servicer shall deposit all Payments Ahead in the Payahead Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Collection Account pursuant to Section 4.06(a)(i). Notwithstanding the foregoing, so long as the Servicer is permitted to remit collections to the Collection Account on a monthly basis pursuant to Section 4.02(b), the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 4.06(a)(ii). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which the Servicer is no longer permitted to remit collections to the Collection Account on a monthly basis pursuant to Section 4.02(b), and until such time as the Servicer is once again permitted by Section 4.02(b) to remit collections to the Collection Account on a monthly basis, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof.

Collections. (a) The Servicer shall remit daily within two Business Days of receipt thereof to the Collection Account all payments received from by or on behalf of the Obligors on or in with respect of to the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to other than any amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and constituting Supplemental Servicing Fees; provided) and all Liquidation Proceeds, that any payments received in respect of an Obligor that are not immediately identifiable both as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to collected during the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit BankPeriod. Notwithstanding the foregoing, immediately following if Key Bank USA is the Servicer and (xi) non-compliance with any of clause (A), (B) shall have the Required Rating or (Cii) aboveIndenture Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Notes or the Certificates would not be lowered or withdrawn as a result, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit may deposit all collections amounts referred to in clause (a) above to for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that (i) if a daily basis within two Servicer Termination Event has occurred and is continuing, (2ii) Business Days of receipt thereof Servicer has been terminated as such pursuant to Section 8.1 or (iii) Servicer ceases to have the Required Rating, Servicer shall deposit such amounts (including any amounts then being held by Servicer) into the Collection Account as provided in accordance with clause (a) abovethe preceding sentence. For purposes of this Article V the phrase “"payments made by or on behalf of Obligors” " shall mean payments made with respect to the Receivables by Persons other than Servicer, Seller or any Seller Affiliate. (b) With respect to each Receivable (other than a Purchased Receivable or a Precomputed Receivable), collections and payments by or on behalf of the SellerObligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to interest and principal in accordance with the Simple Interest Method, the Servicer or the Letter of Credit Bank, if anyas applied by Servicer. Any funds held excess shall be applied to prepay the Receivable. All Liquidation Proceeds shall be treated as Interest Collections. (c) With respect to each Precomputed Receivable, collections and payments by or on behalf of an Obligor (other than any amounts constituting SALE AND SERVICING AGREEMENT Supplemental Servicing Fees) for each Collection Period shall be applied to the Servicer which should have been deposited into scheduled payments due on such Precomputed Receivable for such Collection Period. To the extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted and applied either to the Collection Account, but shall instead be paid immediately and directly scheduled payments due or to prepay the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items Precomputed Receivable in such related Servicer’s Certificate, each shortfall full in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee accordance with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankSection 5.5.

Collections. (a) The Servicer Collections shall remit daily to the Collection Account all payments received from or on behalf of the Obligors on or in respect of the Receivables be allocated and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus distributed as indicated below: (i) an amount equal to amounts previously deposited by Except as provided below, the Servicer shall deposit all Collections in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later determined than the second Business Day following such Date of Processing. In the event of the insolvency of the Servicer, then, immediately upon the occurrence of such event and thereafter, the Servicer shall deposit all Collections into the Collection Account which shall be established and maintained with a Qualified Institution other than the Servicer in accordance with subsection 4.02(a), and in no such event shall the Servicer deposit any Collections thereafter into any account established, held or maintained with the Servicer. The Servicer shall allocate such amounts to each Series of Investor Certificates and to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV and shall withdraw the required amounts from the Collection Account or pay such amounts to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV, in both cases as modified by any Supplement. The Servicer shall make such deposits or payments on the date indicated therein by wire transfer or as otherwise provided in the Supplement for any Series of Certificates with respect to such Series. (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, FNBO shall remain the Servicer hereunder, and (A) the Servicer provides to the Trustee a letter of credit covering collection and payment obligations of the Servicer acceptable to each Rating Agency, as evidenced by a letter from such Rating Agency (the "Servicer Letter of Credit"), or (B) the Servicer shall have and maintain a certificate of deposit or short-term deposit rating of not less than "P-1" by Moody's and of not less than "A-1" by Standard & Poor's (or such other rating below "A-1" or "P-1," as the case may be, which is satisfactory to each Rating Agency), or (C) such other arrangement is made by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed is acceptable to the ServicerRating Agencies, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable Rating Agency Condition has been satisfied as such, shall not be deemed “received” until to such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b)alternate arrangement, the Servicer need not deposit Collections into the Collection Account as provided in subsection 4.03(a)(i) above, or deposit amounts from the Collection Account into the Principal Account or the Finance Charge Account or any Series Account, as provided in subsection 4.03(a)(i), but may be permitted to make remittances of collections on a less frequent basis than that specified single deposit in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds not later than noon, Chicago time, on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank.the

Collections. (a) The Subject to the provisions of subsections (b) and (c) below, the Servicer shall remit daily to the Collection Account all payments received from by or on behalf of the Obligors on or in respect of the Receivables and Receivables, including all Net Liquidation Proceeds within two and Recoveries received by the Servicer during any Collection Period, as soon as practicable, but in no event after the close of business (2New York time) on the second Business Days Day after receipt thereof. Subject to the provisions of subsection (c) hereof, in each caseon the Closing Date, minus (i) an amount equal to amounts previously deposited by the Servicer shall deposit in the Collection Account but later determined all payments by or on behalf of the Obligors received by the Servicer in its reasonable opinion to have resulted from mistaken deposits representing monies due or postings, which amounts have not been previously reimbursed received under the Receivables after the close of business of the Servicer on the Cutoff Date and on or prior to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by second Business Day immediately preceding the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practicesClosing Date. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bSection 4.2(a), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as if (i) (A) the Servicer shall be AHFC, have the Required Rating or (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (Cii) (xa) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained a letter of credit or surety bond (1or similar form of performance guaranty) a Servicer Letter in favor of Credit issued by a depository institution or insurance companythe Trust for the benefit of the Securityholders, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee Trust may draw thereon demand payment (up to the amount then available thereunder) in the event that the Servicer fails to make any payment or deposit collections required hereunder (other than with respect to Advances) and (b) the Trust shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Notes would not be lowered or withdrawn as a result, the Servicer may deposit the amounts referred to in subsection (a) above for any Collection Period into the Collection Account not later than the close of business on a monthly basisthe related Deposit Date, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if so long as the Servicer shall have the Required Rating or such letter of credit, surety bond or similar form of performance guaranty is in full force and effect, as the case may be; PROVIDED, HOWEVER, that (i) if an Event of Servicing Termination has occurred and is continuing, (ii) the Servicer has been terminated as such pursuant to Section 8.1 or (iii) the Servicer ceases to have the Required Rating (and the Servicer has not obtained a Servicer Letter letter of Credit in accordance with subclause credit (1or similar form of performance guaranty) satisfying the conditions specified above), the Servicer shall be required to remit collections to deposit such amounts (including any amounts then being held by the Servicer) into the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank4.2(a). Notwithstanding the foregoing, immediately following (x) non-compliance with any the provisions of clause (A), (B) or (C) above, or (y) the proviso to the preceding sentence shall not be applicable to a successor servicer solely by reason of the occurrence of an event specified in Section 7.01(cclauses (i), (ii) and (notwithstanding iii) of such proviso with respect to the outgoing Servicer. Following the occurrence of an event specified in clauses (i), (ii) or (iii) in the preceding proviso, on a monthly basis, all Collections shall be segregated by book-entry or similar form of identification on the Servicer's books and records and identified as the property of the Trust. The Servicer shall promptly notify the Trust in writing if it shall obtain or lose the Required Rating or the benefit of such letter of credit, surety bond, or similar form of performance guaranty. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer may retain, or will be entitled to be reimbursed, from amounts otherwise payable into, or on deposit in, the Collection Account with respect to a Collection Period and the Receivables originated by it any period of grace contained amounts previously deposited in such clause)the Collection Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which the Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the related Distribution Date. (d) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit all collections referred to in clause (a) above to the Collection Account as soon as practicable, but in no event later than the close of business (New York time) on a daily basis within two (2) the second Business Days of Day after receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account subservicer (but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted subject to the Collection Account, but shall instead be paid immediately provisions of Section 4.2 (b) and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank.limitations contained in