Common use of Collections Clause in Contracts

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The TRANSFERS TO PAYAHEAD ACCOUNT; REALIZATION UPON POLICY; NET DEPOSITS; TRANSFERS TO PAYMENT ACCOUNT. (a) Subject to the last sentence of this Section 4.02(a), the Servicer shall remit or credit all payments on a daily basis, within two Business Days of receipt, by or on behalf of Obligors on the Contracts, and all Net Liquidation Proceeds and Net Insurance Proceeds and other monies as required to the Collection Account. Prior to the Servicer Report Date, amounts with respect to Precomputed Contracts which are otherwise required to be deposited in or credited to the Collection Account all pursuant to the immediately preceding sentence shall instead be deposited in or credited to the Payahead Account to the extent that such amounts (excludingare installments of Monthly P&I which are due in a Collection Period relating to a Distribution Date subsequent to the Distribution Date immediately succeeding the date of receipt. The Servicer or the Seller, for as the avoidance of doubtcase may be, any Supplemental Servicing Fees) received each shall remit or credit to the Collection Account each Purchase Amount to be remitted by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments it with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds Contracts on the 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 (ii) 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 Policy Claim Amount, if any, which exists with respect to the related Distribution Date following and submit a Distribution Date Statement pursuant to Section 3.09. (c) The Indenture Trustee shall, no later than 12:00 p.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 Policy Claim Amount, if any, for such Collection Period Distribution Date by delivering to the Fiscal Agent, with a copy to the Insurer, the Trust Agent and the Servicer, by hand delivery, telex or facsimile transmission, a written notice (it being understood that a "Deficiency Notice") specifying the Monthly Remittance Condition has not been satisfied as Policy Claim Amount, if any, for such Distribution Date, separately identifying the amount of the Closing Date); provided further, that if Policy Claim Amount payable in respect of each Class of Notes. Each Deficiency Notice shall direct the Insurer to remit such Policy Claim Amount to the Indenture Trustee for deposit in the Payment Account. In making any such amounts (including Liquidation Proceeds claim, the Indenture Trustee shall comply with all the terms and all conditions of the Policy. Upon receipt of the Policy Claim 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 Servicer Indenture Trustee under the Policy that represent Preference Amounts shall be paid, in connection accordance with the repossession and sale Policy, to the applicable Noteholder(s). (d) So long as Onyx is the Servicer, the Servicer may make deposits in or credits to the Collection Account net of a Financed Vehicle (whether or not amounts to be paid to the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest AdvanceServicer under this Agreement. Notwithstanding the foregoing, the Servicer shall retain maintain the records and accounts for such amounts deposits and credits on a gross basis. (e) On the Business Day immediately preceding each Distribution Date, based solely on the Distribution Date Statement, the Servicer shall cause funds equal to the extent amount of Net Collections available with respect to such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received Distribution Date on or deposit in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office to be withdrawn from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on and deposited into the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date Payment Account to and including the second Business Day preceding the Closing Datebe distributed pursuant to Section 4.03.

Collections. (a) The Master Servicer shall remit provide each Servicer with such instructions as are necessary to permit the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received transfer by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account wire transfer in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by on deposit in the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to Custodial Accounts which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit constitute collections to the Collection Account on the Closing Servicer Remittance Date all specified in the related Servicing Agreement. (b) On or prior to each Master Servicer Remittance Date, the Master Servicer shall determine the Interest Remittance Amount, the Principal Remittance Amount, the Principal Distribution Amount, the Total Distribution Amount, the Trustee Fee and the Custodian Fee, in each case for the related Distribution Date. For purposes of this Section 6.04 and Section 6.08, with respect to any Distribution Date, in determining the amount received from the Cap Provider, the Master Servicer shall be entitled to rely conclusively on the accuracy of the information provided to it by the Cap Provider or by the Trustee, as applicable, and the Master Servicer shall not be obligated to verify, recompute, reconcile or recalculate any such amount. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit the Total Distribution Amount for the related Distribution Date, exclusive of any amounts received with respect to the related Distribution Date under the Cap Agreement that have not been deposited in the Collection Account, to the Certificate Distribution Account. Prior to disbursing the Total Distribution Amount, the Trustee shall withdraw from the Certificate Distribution Account on each Distribution Date and pay, solely from and in reduction of the Interest Remittance Amount, (i) to itself, the Trustee Fee and the Custodian Fee for such Distribution Date, (ii) to the applicable Retained Interest Holder, any Retained Interest not paid thereto by the applicable Servicer (including the remittance to the Seller of the Seller’s Retained Interest with respect to Mortgage Loans identified on the Mortgage Loan Schedule as “Seller Retained Interest Mortgage Loans,” at the applicable Seller Retained Interest Rate specified in the Mortgage Loan Schedule), and (iii) to any Pool PMI Insurer, the related Pool PMI Insurance Premium for such Distribution Date. (d) The Trustee shall deposit into the Certificate Distribution Account on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any payments or distributions are received by the Servicer on or in Trustee with respect of to the Receivables (including Liquidation Proceeds and Cap Agreement, all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datesuch amounts.

Collections. The Servicer Except as otherwise provided in this Article IV, Grantor shall remit continue to the Collection Account collect, at its own expense, all amounts (excluding, for due or to become due to Grantor under the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect Accounts constituting part of the Receivables (including Liquidation Proceeds Collateral and all amounts received by the Servicer in other Collateral. In connection with the repossession and sale of a Financed Vehicle such collections, Grantor may take (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event and, at Lender’s direction given after the close occurrence and during the continuance of business on an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the second Business Day after Accounts and such receiptother Collateral; provided, however, that for so long as (i) CarMax is Lender shall have the Servicer, (ii) no right at any time after the occurrence and during the continuance of an Event of Servicing Termination Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall have occurred make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and be continuing during the continuance of a Default or Event of Default, may require that Grantor instruct all current and (iii) the Rating Agency Condition shall have been satisfied future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Monthly Remittance ConditionLockbox”)) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Servicer may remit Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amounts received during any Collection Period amount applied to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as payment of the Closing Date)Obligations may be applied in such order as Lender may elect; provided furtherprovided, however, that if any such amounts (including Liquidation Proceeds after an Event of Default has occurred and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advancecontinuing, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and Lender shall apply the amount retained all collections in accordance with Section 7.7. Until such payments are so delivered to reimburse itself Lender, such payments shall be held in trust by Grantor for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; andas Lender’s property, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge commingled with any funds of Grantor. Any application of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer collection to the Collection Account unless the Owner Trustee payment of any Obligation is conditioned upon final payment of any check or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Dateother instrument.

Collections. The (a) On or prior to the Closing Date, the Master Servicer shall remit open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of “Bank of America, National Association, as Master Servicer for W▇▇▇▇ Fargo Bank, National Association, as Trustee for the Holders of M▇▇▇▇▇ S▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C4” (the “Collection Account”). (b) On or prior to the date the Master Servicer shall first deposit funds in a Collection Account, the Master Servicer shall give to the Certificate Administrator and the Trustee prior written notice of the name and address of the depository institution at which such account is maintained and the account number of such account. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Collection Account all amounts (excluding, for to hold such account in the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect name of the Receivables (including Liquidation Proceeds and all amounts received by the Master Servicer as provided in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”Section 5.1(a), subject to the Master Servicer’s (or its Sub-Servicer’s) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) On the Closing Date, the Depositor shall deliver to the Master Servicer may remit any such amounts received during any Collection Period to the Initial Deposit and the Master Servicer shall deposit into the Collection Account in immediately available funds the Initial Deposit on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the date. The Master Servicer shall retain such amounts deposit, or cause to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; andbe deposited, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to into the Collection Account on the Closing Date all Business Day following receipt of properly identified funds, the following amounts received by it (including amounts remitted to the Master Servicer on or by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Receivables Mortgage Loans, any Serviced Companion Loan or any B Note due on or before the Cut-Off Date, which shall be remitted to the Depositor: (A) Principal: all payments on account of principal, including Liquidation Proceeds Principal Prepayments, the principal component of Scheduled Payments, and any Late Collections in respect thereof, on the Mortgage Loans, any Serviced Companion Loan and any B Note; (B) Interest: all amounts received by payments on account of interest on the Servicer in connection with the repossession Mortgage Loans, any Serviced Companion Loan and sale any B Note (minus any portion of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during any such payment that is allocable to the period from but prior to the Cut-Off Date which shall be remitted to the Depositor and excluding Interest Reserve Amounts to be deposited in the Cutoff Date Interest Reserve Account pursuant to and including the second Business Day preceding the Closing Date.Section 5.3 below);

Collections. The Servicer Indenture Trustee shall remit to review the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received Servicer's Certificate prepared by the Servicer on or in respect immediately upon receipt thereof pursuant to Section 8.09 of the Receivables Trust Agreement. For any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 9.04(a)(i) through (including Liquidation Proceeds and all amounts received by vii), the Indenture Trustee shall withdraw or direct the Servicer to withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency (after consideration of the adjustment provided in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted ReceivableSection 9.04(b)(i)) but excluding payments with respect to Purchased Receivables) as soon as practicable and promptly deposit such amount in no event after the close of business on Collection Account; or, if the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition Notes shall have been satisfied declared to be due and payable under Section 5.02 following an Event of Default, for any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 5.06(a)(i) through (the “Monthly Remittance Condition”vii), but excluding any distributions required by Section 5.06(a)(ii) and Sections 5.06(a) (iv) or (vi) in an amount in excess of the amount, if any, required to reduce the aggregate Note Balances as of the prior Payment Date (after giving effect to any distributions on the prior Payment Date) to the Pool Balance at the end of the related Collection Period, the Indenture Trustee shall withdraw or direct the Servicer may remit any such amounts received during any Collection Period to withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and promptly deposit such amount in the Collection Account Account. In either case, if such deficiency exceeds the Available Spread Amount, the Indenture Trustee shall notify the Insurer of the amount of such excess deficiency. To the extent the Insurer is required pursuant to the terms of the Policy to pay the amount of such excess deficiency of the Monthly Servicing Fee, Monthly Interest and Monthly Principal, the Indenture Trustee shall promptly (and in immediately available funds any event not later than 1:00 p.m., New York City time, on the Business Day preceding the Distribution Date following such Payment Date) deliver a Notice for Payment as defined in the Policy (appropriately completed) to the Fiscal Agent with respect to the Policy. The Indenture Trustee shall, immediately upon receipt, deposit in the Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if Account any such amounts (including Liquidation Proceeds and all amounts funds received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received Indenture Trustee in respect of funds drawn under the Policy from the Insurer. If the Available Funds for a Receivable as Payment Date are insufficient to which there is an unreimbursed Simple Interest Advancepay current and past due Insurance Premiums on the Policy, or any amounts owing to the Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Insurer, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and notify the Indenture Trustee shall not be deemed of such deficiency, and the applicable Available Spread Amount, if any, then on deposit in the Spread Account (after giving effect to have knowledge of any event withdrawal to satisfy a deficiency in the Monthly Servicing Fee, Monthly Interest or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition Principal, other than amounts that would require daily remittance by the Servicer be attributable to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of Accelerated Principal Amount) shall be available to cover such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datedeficiency.

Collections. (a) The Master Servicer shall remit provide each Servicer with such instructions as are necessary to permit the transfer by wire transfer in immediately available funds of all amounts on deposit in the Custodial Accounts which constitute collections to the Collection Account all amounts on the Servicer Remittance Date specified in the related Servicing Agreement. (excludingb) On or prior to each Master Servicer Remittance Date, the Master Servicer shall determine the Interest Remittance Amount, the Principal Remittance Amount, the Principal Distribution Amount, the Total Distribution Amount, the Swap Payment Amount, the Indenture Trustee Fee, the Owner Trustee Fee and the Custodian Fee, in each case for the avoidance related Payment Date. For purposes of doubtthis Section 6.04 and Section 6.08, with respect to any Supplemental Servicing Fees) Payment Date, in determining the amount received by the Issuer from any Rate Protection Provider or from the Underlying Securities, the Master Servicer shall be entitled to rely conclusively on or in respect the accuracy of the Receivables (including Liquidation Proceeds and all amounts received information provided to it by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether any Rate Protection Provider or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of and the Master Servicer shall not be obligated to verify, recompute, reconcile or recalculate any such event or circumstance at its Corporate Trust Office from amount. (c) On each Master Servicer Remittance Date, the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Master Servicer shall remit the Total Distribution Amount for the related Payment Date, exclusive of any amounts received with respect to the Collection Account on the Closing related Payment Date all amounts received by the Servicer on under any Rate Protection Agreement or in respect of the Receivables Underlying Securities that have not been deposited in the Collection Account, to the Note Distribution Account. Prior to disbursing the Total Distribution Amount, the Indenture Trustee shall withdraw from the Note Distribution Account on each Payment Date and pay, solely from and in reduction of the Interest Remittance Amount, (including Liquidation Proceeds i) to itself, the Indenture Trustee Fee for such Payment Date, (ii) to the Owner Trustee, the Owner Trustee Fee for such Payment Date and all amounts (iii) to the Custodian, the Custodian Fee for such Payment Date. (d) [Reserved] (e) The Indenture Trustee shall deposit into the Note Distribution Account on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any payments or distributions are received by the Servicer in connection Indenture Trustee with respect to any Rate Protection Agreement or Underlying Securities, all such amounts. (f) Immediately following the repossession and sale purchase or early termination of a Financed Vehicle (whether or not any Underlying Securities pursuant to the related Receivable has been classified as a Defaulted Receivable)) during Underlying Agreement and receipt of amounts in respect thereof, the period from but excluding Indenture Trustee shall transfer the Cutoff Date to and including aggregate of such amounts into the second Business Day preceding the Closing DateNote Distribution Account.

Collections. The Servicer (a) Lender shall remit have the exclusive right to the Collection Account receive all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer Collections on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as . Borrower shall (i) CarMax is promptly notify, transfer and deliver to Lender all Collections Borrower receives for deposit into the ServicerCollection Account, (ii) no Event deliver to Lender a detailed cash receipts journal on Friday of Servicing Termination shall have occurred and be continuing each week until the Lockbox is operational, and (iii) the Rating Agency Condition shall have been satisfied continue to be party to a collection services agreement acceptable to Lender (the “Monthly Remittance ConditionLockbox Agreement”)) pursuant to which all Collections received in the Lockbox shall be deposited into the Collection Account. Borrower shall use the Lockbox address as the remit to and payment address for all of Borrower’s Collections from Account Debtors, the Servicer may remit any such amounts received during any Collection Period and Borrower shall instruct all Account Debtors to make payments either directly to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received Lockbox for deposit by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts Lender directly to the Collection Account; and, provided furtheror instruct them to deliver such payments to Lender by wire transfer, that the Servicer shallACH, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables other means as Lender may direct for deposit to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee Lockbox or Collection Account. (b) Lender shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to transfer all Collections deposited into the Collection Account unless to B▇▇▇▇▇▇▇’s account within three business days of the Owner Trustee date received; provided that upon the occurrence and during the continuance of any Default, Lender may apply all Collections to the Obligations in such order and manner as Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender does not receive good funds for any reason, any amount previously transferred to Borrower’s Account or applied to the Indenture TrusteeAccount Balance shall be reversed as of the date transferred or applied, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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 Trusteeand, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit if applied to the Collection Account on Balance, the Closing Date Finance Charge will accrue as if the Collections had not been so applied. Lender shall have, with respect to any goods related to the Receivables, all amounts received by the Servicer on or in respect rights and remedies of an unpaid seller under the Receivables (including Liquidation Proceeds UCC and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and other applicable law, including the second Business Day preceding the Closing Daterights of replevin, claim and delivery, reclamation and stoppage in transit, in each case, subject to applicable law.

Collections. (a) Pursuant to the Indenture, the Trustee has established the Servicing Account. The Servicer shall make deposits to and transfers from the Servicing Account, and shall be entitled to make withdrawals therefrom, as provided in this Agreement. The Servicer shall remit to the Servicing Account all payments by or on behalf of the Obligors on the Leases (other than amounts constituting Administrative Fees), all Residual Realizations and all Liquidation Proceeds (including (1) proceeds of Insurance Policies to be treated as such in accordance with Section 3.4 and (2) deficiency amounts paid by the Servicer with respect to the disposition of Equipment to be treated as such in accordance with the last paragraph of Section 3.3) received by the Servicer, in each case, as soon as practicable, but in no event later than the second Business Day after receipt thereof. Within three Business Days after the deposit of such payments and proceeds therein, the Servicer shall transfer all amounts credited to the Servicing Account on account of such payments and proceeds (i) to the extent they constitute Pledged Revenues, to the Collection Account and (ii) to the extent they represent Residual Realizations, to the Residual Account. Notwithstanding the foregoing, the Servicer may utilize an alternative remittance schedule acceptable to the Servicer if the Servicer provides to the Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agency of the rating then assigned to the Notes. Amounts from time to time in the Servicing Account shall be invested in accordance with Section 8.07 of the Indenture, and the Servicer shall be entitled to any earnings on such investments as additional servicing compensation hereunder. In the event of any losses on such investments, the Servicer shall deposit in the Servicing Account the amount thereof, net of any earnings otherwise distributable to the Servicer. (b) The Servicer shall remit to the Collection Account all amounts (excludingi) no later than the second Business Day prior to a Payment Date, for that portion of any Purchase Amount relating to the avoidance of doubt, any Supplemental Servicing Fees) Required Payoff Amount received by the Servicer on or in respect upon the repurchase by Vendor Services of any Lease pursuant to Section 2.6, and (ii) that portion of the Receivables amount paid by the Contributor to repurchase the Leases pursuant to Section 5.1 as is required to be deposited in the Collection Account pursuant to such Section. (including Liquidation Proceeds c) Notwithstanding the provisions of subsections (a) and all (b) hereof, the Servicer will be entitled to be reimbursed from amounts received on deposit in the Servicing Account or the Collection Account with respect to a Collection Period for amounts previously deposited in the Servicing Account or the Collection Account but later determined by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect good faith to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicerhave resulted from mistaken deposits or postings or checks returned for insufficient funds, or (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), required to be repaid to an Obligor. The amount to be reimbursed hereunder may be retained pursuant to Section 4.4 at any time or may otherwise be paid to the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution related Payment Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as pursuant to Section 8.03(i) of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received Indenture upon certification by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts and the provision of such information to the Collection Account; and, provided further, that Trustee as may be necessary to verify the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice accuracy of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datecertification.

Collections. (a) The Master Servicer shall remit provide each Servicer with such instructions as are necessary to permit the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received transfer by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account wire transfer in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by on deposit in the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to Custodial Accounts which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit constitute collections to the Collection Account on the Closing Servicer Remittance Date all specified in the related Servicing Agreement. (b) On or prior to each Master Servicer Remittance Date, the Master Servicer shall determine (by Mortgage Pool and in the aggregate) the Interest Remittance Amount, the Principal Remittance Amount, the Principal Distribution Amount, the Total Distribution Amount and the Trustee Fee, in each case for the related Distribution Date. For purposes of this Section 6.04 and Section 6.08, with respect to any Distribution Date, in determining the amount received from the Cap Provider, the Master Servicer shall be entitled to rely conclusively on the accuracy of the information provided to it by the Cap Provider or by the Trustee, as applicable, and the Master Servicer shall not be obligated to verify, recompute, reconcile or recalculate any such amount. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit the Total Distribution Amount for the related Distribution Date, exclusive of any amounts received with respect to the related Distribution Date under the Cap Agreement or received as proceeds from the sale of any Excess Cap Amount that have not been deposited in the Collection Account, to the Certificate Distribution Account. Prior to disbursing the Total Distribution Amount, the Trustee shall withdraw from the Certificate Distribution Account on each Distribution Date and pay, solely from and in reduction of the Interest Remittance Amount (from each Mortgage Pool in accordance with the applicable Pool Percentage), (i) to itself, the Trustee Fee for such Distribution Date, (ii) to the applicable Retained Interest Holder, any Retained Interest not paid thereto by the applicable Servicer (including the remittance to the Seller of the Seller’s Retained Interest with respect to Mortgage Loans identified on the Mortgage Loan Schedule as “Seller Retained Interest Mortgage Loans,” at the applicable Seller Retained Interest Rate specified in the Mortgage Loan Schedule), and (iii) to any Pool PMI Insurer, the related Pool PMI Insurance Premium for such Distribution Date. (d) The Trustee shall deposit into the Certificate Distribution Account on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any payments or distributions are received by the Servicer on Trustee with respect to the Cap Agreement or in respect of received as proceeds from the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Dateany Excess Cap Amount, all such amounts.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit to the Collection Deposit Account all amounts (excluding, for payments by or on behalf of the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in Obligors with respect of to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds and all amounts received by collected during the related Collection Period, prior to 11:00 A.M. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer in connection with shall remit to the repossession and sale Deposit Account all payments by or on behalf of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Obligors with respect to the Receivables (other than Purchased Receivables) Receivables and not including Fixed Value Payments), all Liquidation Proceeds within two Business Days of receipt thereof. The commingling conditions are as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as follows: (i) CarMax is CFC must be the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing and (iii) (x) CFC must maintain a short-term rating of at least "A-1" by Standard & Poor's and "P-1" by Moody's or (y) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the “Monthly Remittance Condition”Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the contrary, so long as CFC is the Servicer, CFC may withhold from the deposit into the Deposit Account any amounts indicated on the related Servicer's Certificate as being due and payable to CFC or the Seller and pay such amounts directly to CFC or the Seller, as applicable. For purposes of this Article V, the Servicer may remit any such amounts received during any Collection Period phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received Receivables by Persons other than the Servicer in connection with or the repossession and sale of a Financed Vehicle (whether or not Seller. In the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as event the commingling conditions cease to which there is an unreimbursed Simple Interest Advancebe met, the Servicer shall retain such amounts make daily remittance of collections to the extent Deposit Account within two Business Days of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Accountreceipt thereof; andprovided however, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance may commence no later than five Business Days following a reduction of CFC's short-term ratings below "A-1" by the Servicer to the Collection Account unless the Owner Trustee Standard & Poor's or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received "P-1" by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateMoody's.

Collections. The Servicer Such Seller Party shall direct each applicable ----------- Torchmark Entity to remit all Collections received by such Torchmark Entity directly to the Collection Account all amounts (excluding, Servicer for the avoidance benefit of doubt, the Agent and the Purchasers. Immediately upon receipt by any Supplemental Servicing Fees) received Torchmark Entity of any premium payable by or on behalf of the Servicer on Policy Holder or any other Person in respect of the Receivables (including Liquidation Proceeds and all amounts received by Insurance Product that shall have given rise to any Receivable, such Torchmark Entity shall be required to remit to the Servicer an amount calculated in connection reference thereto that, in the ordinary course of business and in accordance with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified its customary practice, is then payable as a Defaulted Receivable)commission in respect of such Insurance Product to the Obligor on such Receivable and which but for the existence of such Receivable would be remitted to such Obligor. In the event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller shall remit (or shall cause all such payments to be remitted) but excluding payments with respect directly to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, and at all times prior to such remittance, Seller shall itself hold or, if applicable, shall cause such payments to be held in trust for the exclusive benefit of the Agent and the Purchasers. Seller shall maintain exclusive ownership, dominion and control (iisubject to the terms of this Agreement) no Event of Servicing Termination each deposit account in which any Collections are held and shall have occurred not grant the right to take dominion and be continuing and (iii) control of any such account except to the Rating Agency Condition shall have been satisfied (Agent on the “Monthly Remittance Condition”)demand of the Agent. At any time following the occurrence of an Amortization Event, the Servicer may remit any such amounts received during any Collection Period Agent may, at Seller's sole cost and expense, direct Seller to notify, or to cause AIL to notify, the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 Obligors (including Liquidation Proceeds Obligors that are guarantors) of Receivables and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received Policy Holders owing premiums in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, any Receivables shall have arisen of the Servicer shall retain such ownership interests of the Agent and the Purchasers under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables or Related Security be made directly to the extent of such unreimbursed Simple Interest Advance Agent (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (iiits respective designee) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance to a lockbox or collection account designated by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateAgent.

Collections. The So long as no Event of Default has occurred and is continuing, the Facility Servicer (on behalf of the Borrower) shall remit (as directed pursuant to the Collection first paragraph of this Section 2.08) instruct the Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received Bank to transfer Collections held by the Servicer on or Account Bank in respect the Collection Account, in accordance with the Payment Date Report, and shall instruct the Administrative Agent to distribute such funds to the following Persons in the following amounts, calculated as of the Receivables (including Liquidation Proceeds most recent Determination Date, subject to the minimum balance requirement included in the Account Control Agreement, in the following order and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments priority, with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as Collections: (i) CarMax is first, to the ServicerBorrower for payment of Borrower Taxes, registration and filing fees and operating expenses then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that transfers from the Account Bank for registration and filing fees and operating expenses payable pursuant to this clause (i) shall not, individually or in the aggregate, exceed (A) $75,000 in any calendar quarter and (B) $200,000 in any calendar year; (ii) second, to the Administrative Agent for the ratable distribution to the Administrative Agent and the Collateral Custodian in payment in full for all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters and Schedule XI; (iii) third, to the Facility Servicer in payment in full for all accrued fees, expenses and indemnities due and payable to the Facility Servicer hereunder or under any other Transaction Document and under the Fee Letters; (iv) fourth, to the Administrative Agent for the ratable distribution to the Lenders in payment in full for all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters; (v) fifth, to the Administrative Agent for distribution to each Lender to pay such Lender’s Pro Rata Share of accrued and unpaid interest owing to such Lender under this Agreement (including any such accrued and unpaid interest or fees from a prior period); (vi) sixth, if no Event of Servicing Termination shall have Default or Cash Trap Event has occurred and be continuing is continuing, to the Borrower or as the Borrower may direct (including to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the lesser of (a) an amount equal to the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and to avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its Affiliates) as specified in the Servicing Report delivered pursuant to Section 8.08(a) for the most recent Reporting Date and (iiib) the Rating Agency Condition shall have been satisfied amount by which Interest Collections exceed the required payments and distributions in clauses (a)(i) through (a)(iv) inclusive; (vii) seventh, first to the “Monthly Remittance Condition”Administrative Agent and the Collateral Custodian for any amounts not paid pursuant to clause (ii) above and second, to the Administrative Agent for distribution to each other Secured Party to pay any other Obligations (other than the principal of the Advances) that are then due and owing to such Secured Party; (viii) eighth, if a Cash Trap Event has occurred and is continuing, to the Administrative Agent for distribution to each Lender to repay such Lender’s Pro Rata Share of the Advances Outstanding until (A) if such Cash Trap Event arises under clause (a) of the definition thereof, the Advances Outstanding are repaid to an amount where LTV, when recalculated giving effect to such repayment, is equal to the applicable Maximum Quarterly LTV Percentage at the time of such Payment Date or (B) if such Cash Trap Event arises under clauses (b), (c) or (d) of the Servicer may remit any such amounts received during any Collection Period to definition thereof, the Collection Account Advances Outstanding are paid in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period full (it being understood that the Monthly Remittance Condition has not been satisfied as such amount may be only a portion of the Closing Dateoutstanding amount with respect to the Advances); provided furtherand (ix) ninth, that if any such amounts no Cash Trap Event has occurred and is continuing or would result after giving effect to the payment under this clause (vii), to the Borrower or as the Borrower may direct (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of to make a Financed Vehicle (whether Restricted Junior Payment to Holdings or not the related Receivable has been classified as for Holdings to make a Defaulted ReceivableRestricted Junior Payment to its member or members)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. (a) The Master Servicer shall remit provide each Servicer with such instructions as are necessary to permit the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received transfer by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account wire transfer in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by on deposit in the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to Custodial Accounts which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit constitute collections to the Collection Account on the Closing Servicer Remittance Date all specified in the related Servicing Agreement. (b) On or prior to each Master Servicer Remittance Date, the Master Servicer shall determine the Interest Remittance Amount, the Principal Remittance Amount, the Principal Distribution Amount, the Total Distribution Amount and the Trustee Fee, in each case for the related Distribution Date. For purposes of this Section 6.04 and Section 6.08, with respect to any Distribution Date, in determining the amount received from the Cap Provider [or from the Underlying Securities], the Master Servicer shall be entitled to rely conclusively on the accuracy of the information provided to it by the Cap Provider or by the Trustee, as applicable, and the Master Servicer shall not be obligated to verify, recompute, reconcile or recalculate any such amount. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit the Total Distribution Amount for the related Distribution Date, exclusive of any amounts received by with respect to the Servicer on related Distribution Date under the Cap Agreement or [in respect of the Receivables Underlying Securities] [or received as proceeds from the sale of any Excess Cap Amount] that have not been deposited in the Collection Account, to the Certificate Distribution Account. Prior to disbursing the Total Distribution Amount, the Trustee shall withdraw from the Certificate Distribution Account on each Distribution Date and pay, solely from and in reduction of the Interest Remittance Amount, (i) to itself, the Trustee Fee for such Distribution Date, (ii) to the applicable Retained Interest Holder, any Retained Interest not paid thereto by the applicable Servicer (including Liquidation Proceeds the remittance to the Seller of the Seller’s Retained Interest with respect to Mortgage Loans identified on the Mortgage Loan Schedule as “Seller Retained Interest Mortgage Loans,” at the applicable Seller Retained Interest Rate specified in the Mortgage Loan Schedule), and all amounts (iii) to any Pool PMI Insurer, the related Pool PMI Insurance Premium for such Distribution Date. (d) The Trustee shall deposit into the Certificate Distribution Account on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any payments or distributions are received by the Servicer in connection Trustee with respect to the repossession and any Cap Agreement or Underlying Securities or received as proceeds from the sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Dateany Excess Cap Amount, all such amounts.

Collections. The Servicer shall, and shall cause any subservicer to, remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received payments by the Servicer or on or in respect behalf of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Obligors with respect to Purchased the Receivables) , and all Liquidation Proceeds, both as soon as practicable collected during the Collection Period, and in no event after either case within two Business Days of the close of business on date that the second Business Day after Servicer has identified and posted such receipt; providedamounts (which the Servicer shall use its reasonable best efforts to do promptly) to the Servicer’s computer system (the “Posted Date”). Notwithstanding the foregoing, however, that for so long as as: (i) CarMax is NH Credit remains the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing and (iii) prior to ceasing remittances as described in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the “Monthly Remittance Condition”Rating Agencies in connection therewith are complied with), the Servicer may shall remit any such amounts received during any collections with respect to the related Collection Period to the Collection Account in immediately available funds on the Business Day preceding Transfer Date immediately following the Distribution Date following end of such Collection Period (it being understood that Period. For purposes of this Article V, the Monthly Remittance Condition has not been satisfied as phrase “payments by or on behalf of the Closing Date); provided furtherObligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. [On any Payment Date with respect to which the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, that if the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay to the Backup Servicer, in its capacity as Successor Servicer, the sum of any accrued amounts expended by such amounts (including Liquidation Proceeds and all amounts received by the Successor Servicer in connection with the repossession and sale liquidation of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advanceany Liquidated Receivables, the Servicer shall retain such amounts but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such unreimbursed Simple Interest Advance (and shall apply Liquidated Receivables or previously recovered by such Successor Servicer pursuant to this Section 5.3; provided that, the amount retained to reimburse itself for that such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Successor Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to may withdraw from the Collection Account unless pursuant to this Section 5.3 on any Payment Date shall not exceed the Owner Trustee or aggregate amount of Liquidation Proceeds collected during the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to related Collection Period and deposited into the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date prior to and including the second Business Day preceding the Closing such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6.]

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all LOCK-BOX ACCOUNT AND RELATED BANK ACCOUNTS Any amounts received by the Servicer Servicer, including all payments by or on behalf of the Obligors (other than Purchased Receivables), all Liquidation Proceeds, Insurance Proceeds and other Recoveries, all as collected during the Collection Period in connection with the repossession and sale respect of a Financed Vehicle (whether or not Receivable being serviced by the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect Servicer, shall be remitted to Purchased Receivables) the Lock-Box Account as soon as practicable and practicable, but in no event after later than the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is receipt thereof by the Servicer. The Servicer shall maintain the Lock-Box Account and shall collect and hold in trust (for the benefit of the Trust) in such account all funds received on account of the Obligors until such funds are transferred to the Trustee or in accordance with its instructions. On a daily basis the posted balance (in excess of $2,000) related to the Receivables in the Lock-Box Account shall be transferred by wire transfer to the Trustee. Such funds shall not be commingled with the funds of any other person; provided that there may be deposited in the Lock-Box Account moneys collected on other motor vehicle installment sales contracts originated by Aegis Finance and its affiliates. The Servicer shall be responsible for all charges with respect to the Lock-Box Account and, insofar as such charges relate to the Receivables, shall be reimbursed in accordance with the instructions set forth in the Monthly Servicer Certificate. The Servicer shall provide written notice to the Trustee of the location and account number of the Lock-Box Accounts promptly after establishing or changing the same. Wells Fargo Bank, N.A. will serve as the initial Loc▇-▇▇▇ Account Depository with respect to the Receivables. The Servicer shall provide thirty (ii30) no Event days' prior notice to the Trustee of Servicing Termination its appointment of a successor Lock-Box Account Depository, which such successor Lock-Box Account Depository shall have occurred and be continuing and an Eligible Institution. The Servicer shall deposit into the Lock-Box Account all amounts (iiiincluding late payments) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), remitted by Obligors to the Servicer may remit any such amounts received during any Collection Period under the terms of the Receivables within one (1) Business Day after receipt thereof. The Servicer shall provide the Lock-Box Account Depository with a report providing instructions related to distributions of funds from the Lock-Box Account to the Collection Account. The Servicer shall deposit in the Collection Account the aggregate Purchase Amount with respect to Purchased Receivables. All such deposits shall be made in Automated Clearinghouse Corporation next-day funds or immediately available funds funds, on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datereceipt thereof.

Collections. The (a) On the Closing Date, the Master Servicer shall remit open and shall thereafter maintain an account held in trust (the "Certificate Account"), entitled "First Union National Bank, as trustee, in trust for the benefit of the Holders of Sequoia Mortgage Trust 3 Mortgage Loan Asset Backed Certificates." The Certificate Account shall relate solely to the Collection Certificates issued by the Trust Fund hereunder, and funds in such Certificate Account shall not be commingled with any other monies. (b) The Certificate Account shall be an Eligible Account. If an existing Certificate Account ceases to be an Eligible Account, the Master Servicer shall establish a new Certificate Account that is an Eligible Account within 30 days and transfer all amounts funds on deposit in such existing Certificate Account into such new Certificate Account. (excludingc) The Master Servicer will give to the Trustee prior written notice of the name and address of the depository institution at which the Certificate Account is maintained and the account number of such Certificate Account. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account to hold such account in the name of the Trustee (subject to such Master Servicer's right to direct payments and investments and its rights of withdrawal) under this Agreement. The Master Servicer, at its option, may choose to make daily remittances from the Certificate Account to the Trustee for deposit into the avoidance of doubtDistribution Account. (d) The Master Servicer shall deposit into the Certificate Account, no later than the Business Day following the Closing Date, any Supplemental Servicing Fees) amounts representing Scheduled Payments on the Mortgage Loans due after the Cut-off Date and received by the Master Servicer on or before the Closing Date. Thereafter, promptly upon receipt, the Master Servicer shall deposit or cause to be deposited in the Certificate Account (i) all amounts remitted by the Servicers in respect of the Receivables Mortgage Loans and (including Liquidation Proceeds and all amounts received ii) any amount required to be deposited by the Master Servicer pursuant to Section 3.09(e) hereof in connection with any losses on Permitted Investments. On the repossession and sale of a Financed Vehicle (whether or not Business Day preceding each Distribution Date, the Master Servicer will deposit to the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Distribution Account in immediately available funds the Available Funds for such Distribution Date. (e) Funds in the Certificate Account may be invested in Permitted Investments (selected by and at the direction of the Master Servicer) which shall mature not later than the earlier of the day on which the Business Day preceding funds in such Certificate Account are required to be remitted to the Trustee for deposit into the Distribution Date following Account (except that if such Collection Period Permitted Investment is an obligation of the Trustee and such Certificate Account is maintained with the Trustee, then such Permitted Investment shall mature not later than such Distribution Date), and any such Permitted Investment shall not be sold or disposed of prior to its maturity. In the absence of direction by the Master Servicer, all funds in the Certificate Account shall remain uninvested. All such Permitted Investments shall be made in the name of the Trustee (in its capacity as such) or its nominee. All income and gain realized from any such investment shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time and shall not be part of the Trust Fund. The amount of any losses incurred in respect of any such investments shall be deposited in such Certificate Account by the Master Servicer out of its own funds, without any right of reimbursement therefor, immediately as realized. The foregoing requirements for deposit in the Certificate Account are exclusive, it being understood that and agreed that, without limiting the Monthly Remittance Condition has not been satisfied as generality of the Closing Date); provided furtherforegoing, that if any such amounts (including Liquidation Proceeds payments of interest on funds in the Certificate Account and all amounts received payments in the nature of late payment charges, assumption fees prepayment premiums or penalties and other incidental fees and charges relating to the Mortgage Loans need not be deposited by the Master Servicer in connection with the repossession Certificate Account and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount may be retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Master Servicer to the Collection Account unless the Owner Trustee or the Indenture Trusteeapplicable Servicer as additional servicing compensation. If the Master Servicer deposits in the Certificate Account any amount not required to be deposited therein, as applicable, has received notice of it may at any time withdraw such event or circumstance at its Corporate Trust Office amount from the Depositor or the Servicer in an Officer’s such Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateAccount.

Collections. The Servicer Indenture Trustee shall remit to review the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received Servicer's Certificate prepared by the Servicer on or in respect immediately upon receipt thereof pursuant to Section 8.09 of the Receivables Trust Agreement. For any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 9.04(a)(i) through (including Liquidation Proceeds and all amounts received by vii), the Indenture Trustee shall withdraw or direct the Servicer to withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and promptly deposit such amount in connection with the repossession and sale of a Financed Vehicle (whether or not Collection Account; or, if the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition Notes shall have been satisfied declared to be due and payable under Section 5.02 following an Event of Default, for any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 5.06(a)(i) through (the “Monthly Remittance Condition”vii), but excluding any distributions required by Section 5.06(a)(ii) and Sections 5.06(a) (iv) or (vi) in an amount in excess of the amount, if any, required to reduce the aggregate Note Balances as of the prior Payment Date (after giving effect to any distributions on the prior Payment Date) to the Pool Balance at the end of the related Collection Period, the Indenture Trustee shall withdraw or direct the Servicer may remit any such amounts received during any Collection Period to withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and promptly deposit such amount in the Collection Account Account. In either case, if such deficiency exceeds the Available Spread Amount, the Indenture Trustee shall notify the Insurer of the amount of such excess deficiency. To the extent the Insurer is required pursuant to the terms of the Policy to pay the amount of such excess deficiency of the Monthly Servicing Fee, Monthly Interest and Monthly Principal, the Indenture Trustee shall promptly (and in immediately available funds any event not later than 1:00 p.m., New York City time, on the Business Day preceding the Distribution Date following such Payment Date) deliver a Notice for Payment as defined in the Policy (appropriately completed) to the Fiscal Agent with respect to the Policy. The Indenture Trustee shall, immediately upon receipt, deposit in the Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if Account any such amounts (including Liquidation Proceeds and all amounts funds received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received Indenture Trustee in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, funds drawn under the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office Policy from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateInsurer.

Collections. (a) The Servicer shall remit to the Collection Account within two Business Days following receipt thereof all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received payments by the Servicer or on or in respect behalf of the obligors on the Receivables and all Liquidation Proceeds (including Liquidation Proceeds and all amounts received by payments made under any of the Servicer in connection with Insurance Policies or the repossession and sale Collateral Insurance to the extent applicable to payments due on the Receivables) , both as collected during the Collection Period, net of a Financed Vehicle (whether or not i) the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Servicer's actual out-of-pocket expenses reasonably incurred with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; providedDefaulted Receivables or Vehicles, however, that for so long as (i) CarMax is the Servicerwhich shall be paid from amounts actually recovered with respect to any Defaulted Receivable or Vehicle, (ii) no Event charge backs attributable to errors in posting, returned checks, or rights of Servicing Termination shall offset for amounts that should not have occurred and been paid or that must be continuing refunded as the result of a successful claim or defense under bankruptcy or similar laws and (iii) the Rating Agency Condition shall have been satisfied Monthly Servicing Fee, as provided in Section 4.8. (b) On the “Monthly Remittance Condition”)Determination Date in each month, the Servicer may remit any such amounts received during any Collection Period shall instruct the Trustee to withdraw from the Collection Account the amount collected with respect to Receivables, including Additional Fees and Liquidation Proceeds, received during the Collection Period and investment earnings related to such Determination Date and deposit such amount in immediately available funds on or by wire transfer in immediately available funds into the Business Day preceding the Distribution Date following such Collection Period Certificate Account. (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing c) On or before each Determination Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts determine (i) the sum of (x) the amount of payments on all Receivables, including all Additional Fees and Liquidation Proceeds (including payments made under any of the Insurance Policies or the Collateral Insurance to the extent of applicable to payments due on the Receivables), received during the related Collection Period, investment earnings deposited in the Collection Account or Certificate Account during the related Collection Period, investment earnings earned through such unreimbursed Simple Interest Advance Determination Date and not yet deposited in the Collection Account or Certificate Account, and the Purchase Amounts for all Receivables to be purchased or repurchased with respect to such Collection Period which have been deposited in the Certificate Account (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance"Net Available Funds") and shall remit (y) the balance Yield Maintenance Withdrawal Amount for the related Distribution Date (the sum of such amounts to (x) and (y) being the Collection Account; and"Available Funds"), provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or the amount of funds necessary to make the distributions required pursuant to clauses (iiii) through (iv) of Section 5.4(a) on the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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 circumstancenext Distribution Date. The Servicer shall remit by a Servicer's Certificate notify the Trustee of such amounts by telecopy to the Collection Account on Corporate Trust office (or such other number as the Closing Date all amounts received Trustee may from time to time provide), followed promptly by mailing such notice to the Servicer on or in respect of Trustee at the Receivables (including Liquidation Proceeds Corporate Trust Office, and all amounts received by the Servicer in connection with Trustee shall provide such notice to the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateCertificate Insurer.

Collections. (a) The Master Servicer shall remit provide each Servicer with such instructions as are necessary to permit the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received transfer by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account wire transfer in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by on deposit in the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to Custodial Accounts which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit constitute collections to the Collection Account on the Closing Servicer Remittance Date all specified in the related Servicing Agreement. (b) On or prior to each Master Servicer Remittance Date, the Master Servicer shall determine (by Mortgage Pool and in the aggregate) the Interest Remittance Amount, the Principal Remittance Amount, the Principal Distribution Amount, the Total Distribution Amount, the Trustee Fee and the Custodian Fee, in each case for the related Distribution Date. For purposes of this Section 6.04 and Section 6.08, with respect to any Distribution Date, in determining the amount received from the Cap Provider, the Master Servicer shall be entitled to rely conclusively on the accuracy of the information provided to it by the Cap Provider or by the Trustee, as applicable, and the Master Servicer shall not be obligated to verify, recompute, reconcile or recalculate any such amount. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit the Total Distribution Amount for the related Distribution Date, exclusive of any amounts received with respect to the related Distribution Date under the Cap Agreement that have not been deposited in the Collection Account, to the Certificate Distribution Account. Prior to disbursing the Total Distribution Amount, the Trustee shall withdraw from the Certificate Distribution Account on each Distribution Date and pay, solely from and in reduction of the Interest Remittance Amount (from each Mortgage Pool in accordance with the applicable Pool Percentage), (i) to itself, the Trustee Fee and the Custodian Fee for such Distribution Date, (ii) to the applicable Retained Interest Holder, any Retained Interest not paid thereto by the applicable Servicer (including the remittance to the Seller of the Seller’s Retained Interest with respect to Mortgage Loans identified on the Mortgage Loan Schedule as “Seller Retained Interest Mortgage Loans,” at the applicable Seller Retained Interest Rate specified in the Mortgage Loan Schedule), and (iii) to any Pool PMI Insurer, the related Pool PMI Insurance Premium for such Distribution Date. (d) The Trustee shall deposit into the Certificate Distribution Account on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any payments or distributions are received by the Servicer on or in Trustee with respect of to the Receivables (including Liquidation Proceeds and Cap Agreement, all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datesuch amounts.

Collections. (i) The Servicer shall remit administer Collections in accordance with the provisions of this Section 2.7. Approved Investors shall be instructed to pay proceeds from the sale of Mortgage Loans into the Collection Account, and such amounts may be released in accordance with the procedures set forth in Section 3.3 hereof. (ii) The Servicer acknowledges that Collections and/or other Collateral Proceeds received by it with respect to any Mortgage Asset belong to the Borrower and have been pledged to the Administrative Agent, on behalf of the Lenders. From such Collections and/or other Collateral Proceeds, the Servicer, on behalf of the Borrower, shall deposit amounts necessary to make payments on the following Settlement Date (or end of the related Interest Period) pursuant to Section 2.7(c)(iii) or (iv), as applicable, into the Collection Account all amounts (excludingno later than such Settlement Date or at the end of such Interest Period, for the avoidance of doubtor, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close Drawdown Termination Date or upon the occurrence and during the continuation of business on the second an Event of Default, within one Business Day after such receipt; provided, however, that for so long as (i) CarMax is receipt by the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) . Until deposited into the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”)Collection Account, the Servicer may remit any commingle Collections and other Collateral Proceeds with its own funds and use such amounts received during any Collection Period funds for its own business purposes. (iii) Prior to the Drawdown Termination Date, the Servicer shall withdraw funds from the Collection Account (to the extent of collected funds therein) and shall make payments from the Collection Account at the following times and in immediately available funds the following order of priority: (A) To the extent not previously paid, on each Settlement Date, the Business Day preceding Servicer shall deposit an amount equal to the Distribution Date following such Collection Period (it being understood that costs, fees and expenses then due and payable to the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received Collateral Agent to an account designated by the Servicer in connection with Collateral Agent. (B) On the repossession and sale last day of a Financed Vehicle (whether each Interest Period for any Advance that bears interest at the Commercial Paper Rate or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest any Eurodollar Advance, the Servicer shall retain deposit an amount equal to accrued interest on such amounts Advance, which amount shall be paid to the applicable Managing Agent’s Account for the related Lenders. On each Settlement Date, the Servicer shall deposit an amount equal to accrued interest on each Advance that bears interest at the Alternate Base Rate to the applicable Managing Agent’s Account. (C) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable pursuant to the related Fee Letter, on a pro rata basis, (i) to JPMorgan Chase, as a Managing Agent, to JPMorgan Chase’s Managing Agent’s Account, (ii) to Lloyds, as a Managing Agent, to Lloyds’ Managing Agent’s Account, (iii) to Calyon New York, as a Managing Agent, to Calyon New York’s Managing Agent’s Account and (iv) to the Administrative Agent, to the Administrative Agent’s Account. (D) On each Settlement Date on which the Required Reserve Account Amount exceeds the amount then on deposit in the Reserve Account, the Servicer shall deposit an amount equal to such excess to the Reserve Account. (E) On each Settlement Date, if the Group Banks in any Group have not consented to an extension of the Drawdown Termination Date, but the Group Banks in the other Groups have so consented and such non-extending Lenders have not assigned their respective Advances and Bank Commitments to one or more other Lenders in accordance with Section 2.1(b) and Section 13.9, the Servicer shall deposit an amount equal to the unpaid balance of all Principal Debt owing to the non-extending Lenders to the related Managing Agent’s Account. (F) To the extent not previously paid, on each Settlement Date, the Servicer shall deposit any amounts, other than those listed in clauses (A), (B) and (C) above and other than principal on the Advances, that are then due and payable and of which the Servicer has received prior written notice, including without limitation additional costs under Section 2.16, any additional interest under Section 2.17, Consequential Losses under Section 2.18, indemnities under Section 10.1 and costs, expenses and taxes under Section 13.19, to the applicable Managing Agent’s Account. (G) On each Settlement Date, the Servicer shall withdraw from the Collection Account for its own account an amount equal to accrued Servicing Fee then due and payable. (iv) On the Drawdown Termination Date and thereafter, the Administrative Agent shall make payments from the Collection Account (to the extent of collected funds therein) at the following times and in the following order of priority: (A) On each Settlement Date, if the Servicer is not one of the Originators or an Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and payable shall be paid to the Servicer. (B) To the extent not previously paid, on each Settlement Date, an amount equal to the costs, fees and expenses then due and payable to the Collateral Agent shall be paid to an account designated by the Collateral Agent. (C) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or for any Eurodollar Advance, an amount equal to accrued interest on each such unreimbursed Simple Interest Advance shall be paid to the applicable Managing Agent’s Account. On each Settlement Date, an amount equal to accrued interest on Advances that bear interest at the Alternate Base Rate shall be paid to the applicable Managing Agent’s Account. (D) On each Settlement Date, an amount equal to the unpaid principal balance of all Advances made by Lenders shall be paid to the applicable Managing Agent’s Account. (E) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable pursuant to the related Fee Letter, on a pro rata basis, (i) to JPMorgan Chase, as a Managing Agent, to JPMorgan Chase’s Managing Agent’s Account, (ii) to Lloyds, as a Managing Agent, to Lloyds’ Managing Agent’s Account, (iii) to Calyon New York, as a Managing Agent, to Calyon New York’s Managing Agent’s Account and (iv) to the Administrative Agent, to the Administrative Agent’s Account. (F) To the extent not previously paid, on each Settlement Date, any amounts of the type described in Section 2.7(c)(iii)(F) are then due and payable and any other unpaid Obligations shall apply be paid to the applicable Managing Agent’s Account. (G) On the Settlement Date on which all Obligations are paid in full, if the Servicer is one of the Originators or an Affiliate of one of the Originators, an amount retained equal to reimburse accrued Servicing Fee then due and payable shall be paid to the Servicer. (v) Upon receipt of funds deposited into its Managing Agent’s Account, each Managing Agent shall distribute such funds to the Lenders in its Group or to itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts application to the Collection Account; and, provided further, that Obligations in accordance with the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect order of the Receivables to the extent priority set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii2.7(c)(iii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trusteeiv), as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. (a) The Servicer Indenture Trustee shall remit to review the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received Servicer's Certificate prepared by the Servicer on or in respect immediately upon receipt thereof pursuant to Section 8.02 of the Receivables Trust Agreement. (including Liquidation Proceeds and all amounts received by b) For any Payment Date on which there will not be sufficient Available Funds to make the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)distributions required pursuant to Sections 8.04(a) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, through (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”viii), the Indenture Trustee shall withdraw or direct the Servicer may remit any such amounts received during any Collection Period to withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and promptly deposit such amount in the Collection Account Account. If such deficiency exceeds the Available Spread Amount, the Indenture Trustee shall notify the Insurer of the amount of such excess deficiency. The Indenture Trustee shall promptly (and in immediately available funds any event not later than 1:00 p.m., New York City time, on the Business Day preceding the Distribution Date following such Collection Period Payment Date) deliver a notice for payment to the Insurer with respect to the Policy (it being understood that a "Notice of Claim"). The Insurer is required pursuant to Section 9.03 and the Monthly Remittance Condition has not been satisfied as terms of the Closing Date); provided furtherPolicy to pay the amount of such excess deficiency of Monthly Interest and Monthly Principal, that if up to the Policy Amount. (c) The Indenture Trustee shall, immediately upon receipt, deposit in the Collection Account any such amounts (including Liquidation Proceeds and all amounts funds received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received Indenture Trustee in respect of funds drawn under the Policy from the Insurer. (d) If the Available Funds for a Receivable as Payment Date are insufficient to which there is an unreimbursed Simple Interest Advancepay current and past due Insurance Premiums on the Policy, or any amounts owing to the Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Insurer, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and notify the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event deficiency, and the applicable Available Spread Amount, if any, then on deposit in the Spread Account (after giving effect to any withdrawal to satisfy a deficiency in Monthly Interest or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of Monthly Principal) shall be available to cover such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datedeficiency.

Collections. The Servicer shall remit (a) Each Grantor agrees promptly to the Collection notify and direct each Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds Debtor and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding every other Person obligated to make payments with respect to Purchased Receivablesthe Accounts Receivable or Inventory to make all such payments directly to a Collection Deposit Account or the applicable Cash Concentration Account (subject to the proviso in the following sentence). Each Grantor shall use all reasonable efforts to cause each Account Debtor and every other Person identified in the preceding sentence to make all payments with respect to the Accounts Receivable or Inventory either directly to a Collection Deposit Account or a Cash Concentration Account; provided that Credit Card Payments shall be made directly to the Cash Concentration Account. (b) In the event that a Grantor directly receives any Daily Receipts, notwithstanding the arrangements for payment directly into the Collection Deposit Accounts pursuant to Section 5.02, such remittances shall be held for the benefit of the Collateral Agent and the Secured Parties and shall be segregated from other funds of such Grantor, subject to the Security Interest granted hereby, and such Grantor shall cause such remittances and payments to be deposited into a Collection Deposit Account or a Cash Concentration Account, as applicable, as soon as practicable and in no event after the close of business on the second Business Day after such receiptGrantor’s receipt thereof. (c) Without the prior written consent of the Collateral Agent, no Grantor shall, under any circumstances whatsoever, change the general instructions given to Account Debtors and other Persons obligated to make payments with respect to the Accounts Receivable or Inventory regarding the deposit of payments with respect to the Accounts Receivable or Inventory in a Collection Deposit Account or a Cash Concentration Account, as applicable. Each Grantor shall, and the Collateral Agent hereby authorizes each Grantor to, enforce and collect all amounts owing with respect to the Accounts Receivable or Inventory for the benefit and on behalf of the Collateral Agent and the other Secured Parties; provided, however, that for so long as (i) CarMax is such privilege may at the Servicer, (ii) no option of the Collateral Agent be terminated upon the occurrence and during the continuance of an Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateDefault.

Collections. (a) The Master Servicer shall remit provide each Servicer with such instructions as are necessary to permit the transfer by wire transfer in immediately available funds of all amounts on deposit in the Custodial Accounts which constitute collections to the Collection Account all amounts on the Servicer Remittance Date. (excludingb) On or prior to each Master Servicer Remittance Date, the Master Servicer shall determine the Interest Remittance Amount, the Principal Remittance Amount, the Principal Distribution Amount, the Total Distribution Amount, the Swap Payment Amount, the Indenture Trustee Fee, the Owner Trustee Fee and the Custodian Fee, in each case for the avoidance related Distribution Date. For purposes of doubtthis Section 7.04 and Section 7.08, with respect to any Supplemental Servicing Fees) Distribution Date, in determining the amount received by the Issuer from any Rate Protection Provider or from the Underlying Securities, the Master Servicer shall be entitled to rely conclusively on or in respect the accuracy of the Receivables (including Liquidation Proceeds and all amounts received information provided to it by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether any Rate Protection Provider or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of and the Master Servicer shall not be obligated to verify, recompute, reconcile or recalculate any such event or circumstance at its Corporate Trust Office from amount. (c) On each Master Servicer Remittance Date, the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Master Servicer shall remit the Total Distribution Amount for the related Distribution Date, exclusive of any amounts received with respect to the Collection Account on the Closing related Distribution Date all amounts received by the Servicer on under any Rate Protection Agreement or in respect of the Receivables Underlying Securities that have not been deposited in the Collection Account, to the Note Distribution Account. Prior to disbursing the Total Distribution Amount, the Indenture Trustee shall withdraw from the Note Distribution Account on each Distribution Date and pay, solely from and in reduction of the Interest Remittance Amount, (including Liquidation Proceeds i) to itself, the Indenture Trustee Fee for such Distribution Date, (ii) to the Owner Trustee, the Owner Trustee Fee for such Distribution Date and all amounts (iii) to the Custodian, the Custodian Fee for such Distribution Date. (d) [Reserved] (e) The Indenture Trustee shall deposit into the Note Distribution Account on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any payments or distributions are received by the Servicer in connection Indenture Trustee with respect to any Rate Protection Agreement or Underlying Securities, all such amounts. (f) Immediately following the repossession and sale purchase or early termination of a Financed Vehicle (whether or not any Underlying Securities pursuant to the related Receivable has been classified as a Defaulted Receivable)) during Underlying Agreement and receipt of amounts in respect thereof, the period from but excluding Indenture Trustee shall transfer the Cutoff Date to and including aggregate of such amounts into the second Business Day preceding the Closing DateNote Distribution Account.

Collections. The Servicer Indenture Trustee shall remit to review the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received Servicer's Certificate prepared by the Servicer on or in respect immediately upon receipt thereof pursuant to Section 9.02 of the Receivables Trust Agreement. For any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 9.04(a)(i) through (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”vi), the Indenture Trustee shall withdraw or direct the Servicer may remit any such amounts received during any Collection Period to withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency (after consideration of the adjustment provided in Section 9.04(b)(i)) and promptly deposit such amount in the Collection Account Account. If such deficiency exceeds the Available Spread Amount, the Indenture Trustee shall notify the Insurer of the amount of such excess deficiency. To the extent the Insurer is required pursuant to the terms of the Policy to pay the amount of such excess deficiency of the Monthly Servicing Fee, Monthly Interest and Monthly Principal, the Indenture Trustee shall promptly (and in immediately available funds any event not later than 1:00 p.m., New York City time, on the Business Day preceding the Distribution Date following such Payment Date) deliver a Notice for Payment as defined in the Policy (appropriately completed) to the Fiscal Agent with respect to the Policy. The Indenture Trustee shall, immediately upon receipt, deposit in the Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if Account any such amounts (including Liquidation Proceeds and all amounts funds received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received Indenture Trustee in respect of funds drawn under the Policy from the Insurer. If the Available Funds for a Receivable as Payment Date are insufficient to which there is an unreimbursed Simple Interest Advancepay current and past due Insurance Premiums on the Policy, or any amounts owing to the Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Insurer, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and notify the Indenture Trustee shall not be deemed of such deficiency, and the applicable Available Spread Amount, if any, then on deposit in the Spread Account (after giving effect to have knowledge of any event withdrawal to satisfy a deficiency in the Monthly Servicing Fee, Monthly Interest or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition Principal, other than amounts that would require daily remittance by the Servicer be attributable to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of Accelerated Principal Amount) shall be available to cover such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datedeficiency.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Monthly Remittance Condition shall have been satisfied (the “Monthly Remittance Condition”)be satisfied, the Servicer may remit any all such amounts received on or in respect of the Receivables during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as related Deposit Date. As of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts make remittances to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received Account on or in respect of the Receivables to the extent set forth in Section 4.4(b)a monthly basis. The Owner Trustee and the Indenture Neither Trustee shall not be deemed to have knowledge of any event or circumstance under clauses clause (iii) or (iiiii) of the definition of the term "Monthly Remittance Condition Condition" that would require daily remittance remittances by the Servicer to the Collection Account unless the Owner such Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s 's Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner such Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The If the Servicer shall fail to satisfy the Monthly Remittance Condition, the Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date. If the Servicer shall satisfy the Monthly Remittance Condition, the Servicer shall remit to the Collection Account on the related Deposit Date for the initial Collection Period, all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the last day of the initial Collection Period.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the each, a “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. (a) Pursuant to the Indenture, the Indenture Trustee has established the Servicing Account. The Servicer shall make deposits to and transfers from the Servicing Account, and shall be entitled to make withdrawals therefrom, as provided in this Agreement. The Servicer shall remit to the Servicing Account all payments by or on behalf of the Obligors on the Contracts (other than amounts constituting Administrative Fees) and all Liquidation Proceeds (including (1) proceeds of Insurance Policies to be treated as such in accordance with Section 3.4 and (2) deficiency amounts paid by the Servicer with respect to the disposition of Equipment to be treated as such in accordance with the last paragraph of Section 3.3) received by the Servicer, in each case, as soon as practicable, but in no event later than the second Business Day after receipt thereof. Within three Business Days after the deposit of such payments and proceeds therein, the Servicer shall transfer all amounts credited to the Servicing Account on account of such payments and proceeds (i) to the extent they constitute Pledged Revenues, to the Collection Account, and (ii) to the extent they represent amounts allocated to the Depositor, to the Depositor. Notwithstanding the foregoing, the Servicer may utilize an alternative remittance schedule acceptable to the Servicer if the Servicer provides to the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agency of the rating then assigned to the Notes or the Equity Certificates. Amounts from time to time in the Servicing Account shall be invested in accordance with Section 8.07 of the Indenture, and the Servicer shall be entitled to any earnings on such investments as additional servicing compensation hereunder. In the event of any losses on such investments, the Servicer shall deposit in the Servicing Account the amount thereof, net of any earnings otherwise distributable to the Servicer. (b) The Servicer shall remit to the Collection Account all amounts (excluding, for i) that portion of any Purchase Amount relating to the avoidance of doubt, any Supplemental Servicing Fees) Required Payoff Amount received by the Servicer on or in respect upon the purchase by TCC of any Contract pursuant to Section 2.6, and (ii) that portion of the Receivables amount paid by the Depositor to purchase the Contracts pursuant to Section 5.1 as is required to be deposited in the Collection Account pursuant to such Section. (including Liquidation Proceeds c) Notwithstanding the provisions of subsections (a) and all (b) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Servicing Account or the Collection Account with respect to a Collection Period for amounts previously deposited in the Servicing Account or the Collection Account but later determined by the Servicer in good faith to (i) have resulted from mistaken deposits or postings or checks returned for insufficient funds, or (ii) be required to be repaid to an Obligor. The amount to be reimbursed hereunder may be retained pursuant to Section 4.4 at any time or may otherwise be paid to the Servicer on the related Payment Date pursuant to Section 8.03(i) of the Indenture upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee as may be necessary to verify the accuracy of such certification. (d) The Servicer shall remit directly to the Depositor that portion of any Purchase Amount relating to the Book Value of any Leased Equipment received by the Servicer in connection with upon the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received purchase by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge TCC of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer Contract pursuant to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateSection 2.6.

Collections. The Servicer shall remit Buyer and Seller each agree that, in the event that after one party hereto pays or transfers any funds required by Section 2 hereof to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trusteeother party hereto, as applicable, has received notice such funds are sought to be recovered from the remitting party by the payor of such event funds or circumstance a representative thereof (including a trustee in bankruptcy or assignee for the benefit of creditors) on the grounds of preference, then the party from whom such funds are being sought shall promptly so advise the other party in writing (the “Preference Notice”). To the extent that Buyer delivers a Preference Notice to Seller and the claim underlying such Preference Notice relates to, in the case of the Loans, the period prior to the date hereof, in the case of the Ciena Loan, the period prior to the Ciena Loan Closing Date or, in the case of the Option Loans, the period prior to the applicable Option Loan Closing Date, then Seller shall have the exclusive right (but not the obligation), at its Corporate Trust Office from the Depositor sole cost and expense, to contest, defend or the Servicer in an Officer’s Certificate or settle such claim so long as Seller delivers written notice to Buyer within ten (10) days of receiving the applicable Preference Notice indicating that Seller is irrevocably exercising such event or circumstance from right. To the Holders of Notes evidencing not less than 25% extent that Seller delivers a Preference Notice to Buyer and the claim underlying such Preference Notice relates to, in the case of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture TrusteeLoans, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from and after the date hereof, in the case of the Ciena Loan, the period from and after the Ciena Loan Closing Date or, in the case of the Option Loans, the period from and after the applicable Option Loan Closing Date, then Buyer shall have the exclusive right (but excluding not the Cutoff obligation), at its sole cost and expense, to contest, defend or settle such claim so long as Buyer delivers written notice to Seller within ten (10) days of receiving the applicable Preference Notice indicating that Buyer is irrevocably exercising such right. Buyer shall indemnify the Seller Indemnified Parties for, and hold the Seller Indemnified Parties harmless from, any loss or expense arising out of or on account of such claim to the extent such claim relates to, in the case of the Loans, the period from and after the date hereof, in the case of the Ciena Loan, the period from and after the Ciena Loan Closing Date and, in the case of the Option Loans, the period from and after the applicable Option Loan Closing Date; Seller shall indemnify the Buyer Indemnified Parties for, and hold the Buyer Indemnified Parties harmless from, any loss or expense arising out of or on account of such claim to and including the second Business Day preceding extent such claim relates to, in the case of the Loans, the period prior to the date hereof, in the case of the Ciena Loan, the period prior to the Ciena Loan Closing Date and, in the case of the Option Loans, the period prior to the applicable Option Loan Closing Date.

Collections. The Servicer Indenture Trustee shall remit to review the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received Servicer's Certificate prepared by the Servicer on or in respect immediately upon receipt thereof pursuant to Section 8.09 of the Receivables Trust Agreement. For any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 8.04(a)(i) through (including Liquidation Proceeds and all amounts received by vii), the Indenture Trustee shall withdraw or direct the Servicer to withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency (after consideration of the adjustment provided in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted ReceivableSection 8.04(b)(i)) but excluding payments with respect to Purchased Receivables) as soon as practicable and promptly deposit such amount in no event after the close of business on Collection Account; or, if the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition Notes shall have been satisfied declared to be due and payable under Section 5.02 following an Event of Default, 57 for any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 5.06(a)(i) through (the “Monthly Remittance Condition”vii), but excluding any distributions required by Section 5.06(a)(ii) and Sections 5.06(a) (iv) or (vi) in an amount in excess of the amount, if any, required to reduce the aggregate Note Balances as of the prior Payment Date (after giving effect to any distributions on the prior Payment Date) to the Pool Balance at the end of the related Collection Period, the Indenture Trustee shall withdraw or direct the Servicer may remit any such amounts received during any Collection Period to withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and promptly deposit such amount in the Collection Account Account. In either case, if such deficiency exceeds the Available Spread Amount, the Indenture Trustee shall notify the Insurer of the amount of such excess deficiency. To the extent the Insurer is required pursuant to the terms of the Policy to pay the amount of such excess deficiency of the Monthly Servicing Fee, Monthly Interest and Monthly Principal, the Indenture Trustee shall promptly (and in immediately available funds any event not later than 1:00 p.m., New York City time, on the Business Day preceding the Distribution Date following such Payment Date) deliver a Notice for Payment as defined in the Policy (appropriately completed) to the Fiscal Agent with respect to the Policy. The Indenture Trustee shall, immediately upon receipt, deposit in the Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if Account any such amounts (including Liquidation Proceeds and all amounts funds received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received Indenture Trustee in respect of funds drawn under the Policy from the Insurer. If the Available Funds for a Receivable as Payment Date are insufficient to which there is an unreimbursed Simple Interest Advancepay current and past due Insurance Premiums on the Policy, or any amounts owing to the Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Insurer, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and notify the Indenture Trustee shall not be deemed of such deficiency, and the applicable Available Spread Amount, if any, then on deposit in the Spread Account (after giving effect to have knowledge of any event withdrawal to satisfy a deficiency in the Monthly Servicing Fee, Monthly Interest or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition Principal, other than amounts that would require daily remittance by the Servicer be attributable to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of Accelerated Principal Amount) shall be available to cover such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datedeficiency.

Collections. (a) The Servicer shall remit to the Collection Account within two Business Days following receipt thereof all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received payments by the Servicer or on or in respect behalf of the obligors on the Receivables and all Liquidation Proceeds (including Liquidation Proceeds and all amounts received by payments made under any of the Servicer in connection with Insurance Policies or the repossession and sale Collateral Insurance to the extent applicable to payments due on the Receivables) , both as collected during the Collection Period, net of a Financed Vehicle (whether or not i) the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Servicer's actual out-of-pocket expenses reasonably incurred with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; providedDefaulted Receivables or Vehicles, however, that for so long as (i) CarMax is the Servicerwhich shall be paid from amounts actually recovered with respect to any Defaulted Receivable or Vehicle, (ii) no Event charge backs attributable to errors in posting, returned checks, or rights of Servicing Termination shall offset for amounts that should not have occurred and been paid or that must be continuing refunded as the result of a successful claim or defense under bankruptcy or similar laws and (iii) the Rating Agency Condition shall have been satisfied Monthly Servicing Fee, as provided in Section 4.8. (b) On the “Monthly Remittance Condition”)Determination Date in each month, the Servicer may remit any such amounts received during any Collection Period shall instruct the Trustee to withdraw from the Collection Account the amount collected with respect to Receivables, including Additional Fees and Liquidation Proceeds, received during the Collection Period and investment earnings related to such Determination Date and deposit such amount in immediately available funds on or by wire transfer in immediately available funds into the Business Day preceding the Distribution Date following such Collection Period Security Account. (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing c) On or before each Determination Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts determine (i) the sum of (x) the amount of payments on all Receivables, including all Additional Fees and Liquidation Proceeds (including payments made under any of the Insurance Policies or the Collateral Insurance to the extent of applicable to payments due on the Receivables), received during the related Collection Period, investment earnings deposited in the Collection Account or Security Account during the related Collection Period, investment earnings earned through such unreimbursed Simple Interest Advance Determination Date and not yet deposited in the Collection Account or Security Account, and the Purchase Amounts for all Receivables to be purchased or repurchased with respect to such Collection Period which have been deposited in the Security Account (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance"Net Available Funds") and shall remit (y) the balance Yield Maintenance Withdrawal Amount for the related Distribution Date (the sum of such amounts to (x) and (y) being the Collection Account; and"Available Funds"), provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or the amount of funds necessary to make the distributions required pursuant to clauses (iiii) through (iv) of Section 5.4(a) on the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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 circumstancenext Distribution Date. The Servicer shall remit by a Servicer's Certificate notify the Trustee of such amounts by telecopy to the Collection Account on Corporate Trust office (or such other number as the Closing Date all amounts received Trustee may from time to time provide), followed promptly by mailing such notice to the Servicer on or in respect of Trustee at the Receivables (including Liquidation Proceeds Corporate Trust Office, and all amounts received by the Servicer in connection with Trustee shall provide such notice to the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateSecurity Insurer.

Collections. (a) Unless otherwise agreed, the Parent Servicer shall, on each Settlement Date, deposit into an account of the Purchaser or the Purchaser’s assignee all Collections of Transferred Receivables then held by the Servicers. The Parent Servicer shall remit be responsible for the application of all Collections then held by any Servicer in accordance with the preceding sentence on a Dollar Equivalent basis but may accomplish such application itself or jointly with one or more of the other Servicers. (b) In the event that any Seller believes that collections which are not Collections of Transferred Receivables have been deposited into an account of the Purchaser or the Purchaser’s assignee, such Seller shall so advise the Purchaser and, on the Business Day following such identification, the Purchaser shall remit, or shall cause to be remitted, all collections so deposited which are identified, to the Collection Account all amounts Purchaser’s satisfaction, not to be Collections of Transferred Receivables to such Seller. (excludingc) On each Settlement Date, for the avoidance of doubtPurchaser shall pay to the relevant Seller accrued interest on the Deferred Purchase Price and the Purchaser may, any Supplemental Servicing Fees) received by the Servicer on at its option, prepay in whole or in respect part the principal amount of such Deferred Purchase Price and/or make equity distributions to Bombardier Motor; provided that each such payment shall be made solely from (i) Collections of Transferred Receivables after all other amounts then due from the Receivables (including Liquidation Proceeds Purchaser under the Sale Agreement have been paid in full and all amounts received then required to be set aside by the Purchaser or the Parent Servicer in connection with under the repossession and sale of a Financed Vehicle (whether Sale Agreement have been so set aside or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) excess cash flow from operations of the Purchaser which is not required to be applied to the payment of other obligations of the Purchaser; and provided further, that no such payment shall be made at any time when an Event of Servicing Termination shall have occurred and be continuing or would result, subject to the following sentence. At such time following the Facility Termination Date when all Capital, Yield and (iii) other amounts owed by the Rating Agency Condition Purchaser under the Sale Agreement shall have been satisfied (the “Monthly Remittance Condition”)paid in full, the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as Purchaser shall apply all Collections of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts Transferred Receivables received by the Servicer in connection with the repossession Purchaser pursuant to Section 2.03(a) (and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)previously distributed) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts first to the extent payment of such unreimbursed Simple Interest Advance (accrued interest on the Deferred Purchase Price, and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts then to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect reduction of the Receivables principal amount of the Deferred Purchase Price, such payments to be made to the extent set forth in Section 4.4(b). The Owner Trustee and Parent for the Indenture Trustee shall not be deemed benefit of each relevant Seller, and/or to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer make equity distributions to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateBombardier Motor.

Collections. The Servicer (a) Pursuant to the Lockbox Agreement, the Lockbox Bank shall remit to the Facility A Subaccount of the Collection Account within two Business Days of receipt thereof (i) all amounts payments by or on behalf of the Obligors and (excludingii) all Recoveries, for each as collected during the avoidance Collection Period. In addition, the Servicer shall remit, or cause to be remitted, all payments by or on behalf of doubt, any Supplemental Servicing Fees) the Obligors received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Borrower with respect to Purchased the Transferred Receivables) as soon as practicable , all Recoveries, the purchase price paid by AFS or the Servicer with respect to any Transferred Receivables and in the proceeds of any Take-Out Securitization relating to Transferred Receivables, no event after later than the close of business on the second Business Day after such receipt; provided, however, that for so long as following receipt directly into the Facility A Subaccount. (ib) CarMax is The Servicer and the Servicer, (ii) no Event of Servicing Termination Borrower shall have occurred and be continuing and (iii) cause the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”)Facility B Collected Funds, the purchase price paid by AFS or the Servicer may remit with respect to any such amounts received during Transferred ABS and the proceeds of any Collection Period Take-Out Securitization relating to Transferred ABS, to be paid directly to the Collateral Agent for deposit into the Facility B Subaccount. (c) Each payment made to the Borrower under an Interest Rate Hedge shall be paid over to the Collection Account in immediately available funds on no later than the Business Day preceding following receipt thereof and shall be deposited in (i) the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts Facility A Subaccount to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts payment relates to the Collection Account; and, provided further, that Receivables or the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of Facility A Advances and (ii) the Receivables Facility B Subaccount to the extent set forth such payment relates to the Asset Backed Securities or the Facility B Advances. (d) The Servicer will be entitled to be reimbursed from amounts on deposit in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed Collection Account with respect to have knowledge of any event or circumstance under clauses (ii) or (iii) of a Collection Period for amounts previously deposited in the definition of Monthly Remittance Condition that would require daily remittance Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Collection Account unless Servicer on the Owner Trustee or related Distribution Date upon certification by the Indenture Trustee, as applicable, has received notice Servicer of such amounts and the provision of such information to the Agent as may be necessary in the opinion of the Agent to verify the accuracy of such certification. In the event or circumstance at its Corporate Trust Office from that the Depositor or Agent has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to this Section 8.18, the Agent shall ------------ give the Servicer and the Collateral Agent written notice to such effect and no distribution shall be made to the Servicer in an Officer’s Certificate or written notice respect of such event amount, or circumstance if the Servicer prior thereto has been reimbursed, such amounts shall be withheld from the Holders of Notes 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. The Servicer shall remit amounts otherwise distributable to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing next succeeding Distribution Date.

Collections. The Servicer shall remit Upon the occurrence of one or more Events of Default, Lender may exercise all rights and remedies under each Contract, lease, security agreement and other contract included among the Collateral as are afforded to the Collection Account all amounts (excludingsecured party thereunder or which are otherwise afforded to Borrower thereunder; Lender may, for subject to the avoidance rights of doubtObligors, recover possession of any Supplemental Servicing Fees) received by tangible personal property under any Contract, and require that the Servicer on or in respect of same be assembled and delivered to a specific location. Without limiting the Receivables (including Liquidation Proceeds and all amounts received by foregoing, the Servicer in connection with Lender shall have the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect right to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is give direction to the Servicer, (ii) no Event of Servicing Termination shall have occurred replace or remove the Servicer, collect and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds receive all further payments made on the Business Day preceding Collateral, to instruct the Distribution Date 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 (including Liquidation Proceeds and all amounts received Obligors to make payments to a lock-box or other location designated by the Servicer in connection with the repossession Lender, to control deposits to and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to disbursements from the Collection Account; and, provided furtherto notify Lock-Box Banks to follow the instructions of the Lender, that and if any payments are received by Borrower, the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain Borrower shall not commingle the amounts received on with other funds of the Borrower and shall promptly pay them over to the Lender. In addition, the Lender shall have the right to dispose of all or any part of the Collateral as provided in the other documents executed in connection herewith, or in respect any commercially reasonable manner, or as provided by law. The Lender shall be entitled to place the Contracts which it recovers after any default in a pool for issuance of automobile loan receivable pass-through securities and to sell such securities at the then prevailing price for such securities in the open market as a commercially reasonable disposition of collateral subject to the applicable requirements of the Receivables UCC. The Lender shall also be entitled to sell (on a servicing-retained or servicing-released basis, as Lender may elect) any or all of such Contracts individually for the prevailing price as a commercially reasonable disposition of collateral subject to the extent set forth applicable requirements of the UCC and to retitle in Lender's or Lender's nominee's name, the subordinate certificates referenced in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.6.14

Collections. The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received payments by the Servicer or on or in respect behalf of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Obligors with respect to the Trust Student Loans (other than Purchased Receivables) Student Loans), and all Liquidation Proceeds, both as soon as practicable collected during the Collection Period, and in no event after the close Eligible Lender Trustee shall remit within two Business Days of business on receipt thereof to the second Business Day after such receipt; providedCollection Account any Interest Subsidy Payments and Special Allowance Payments received by it with respect to the Trust Student Loans during the Collection Period. Notwithstanding the foregoing, however, that for so long as (i) CarMax is the Servicer, senior unsecured obligations of the Administrator (or any affiliate of the Administrator which guarantees the obligations of the Administrator hereunder) shall have been assigned a longterm rating of not less than "AA-" (or equivalent rating) or a short-term rating of not less than "A-1" (or equivalent rating) by each of the Rating Agencies or the remitting by the Servicer and the Eligible Lender Trustee of the amounts referred to in this Section 2.4 to the Administrator will not result in a downgrading or withdrawal of any of the then current ratings of any of the Securities by any of the Rating Agencies and (ii) no Event of Servicing Termination Administrator Default shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”)continuing, the Servicer may and the Eligible Lender Trustee shall remit any such amounts received during any Collection Period collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections into the Collection Account in immediately available funds on the until one Business Day preceding immediately prior to the next following Monthly Servicing Payment Date (in an amount up to the Servicing Fee then due) or Distribution Date 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 together with interest on such amounts (including Liquidation Proceeds and all amounts received less Servicing Fees paid during such period) calculated on a daily basis from the first day of the month following receipt thereof by the Servicer in connection with Administrator through the repossession and sale last day of a Financed Vehicle (whether or not the related Receivable has been classified as Collection Period at a Defaulted Receivable)rate equal to the Federal Funds Rate less .20%; provided, however, that, if the Administrator (and each such Affiliate which guarantees the obligations of the Administrator) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advancerated below AA- and A-1+ by Standard & Poor's, the Servicer Administrator shall retain deposit all such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to collections into the Collection Account at least as frequently as the next following Monthly Servicing Payment Date, unless less frequent deposits will not result in a downgrading or withdrawal of Standard & Poor's then current ratings on the Owner Trustee Notes or the Indenture Trustee, as applicable, has received notice of such Certificates. In the event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% that any of the Note Balance of foregoing conditions for ceasing daily remittances shall no longer be satisfied, then 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. The Servicer Administrator shall remit to deposit all collections held by it into the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second within two Business Day preceding the Closing DateDays thereof.

Collections. (a) Pursuant to the Indenture, the Trustee has established the Servicing Account. The Servicer shall make deposits to and transfers from the Servicing Account, and shall be entitled to make withdrawals therefrom, as provided in this Agreement. The Servicer shall remit to the Servicing Account all payments by or on behalf of the Obligors on the Leases (other than amounts constituting Administrative Fees), all Residual Realizations and all Liquidation Proceeds (including (1) proceeds of Insurance Policies to be treated as such in accordance with Section 3.4 and (2) deficiency amounts paid by the Servicer with respect to the disposition of Equipment to be treated as such in accordance with the last paragraph of Section 3.3) received by the Servicer, in each case, as soon as practicable, but in no event later than the second Business Day after receipt thereof. Within three Business Days after the deposit of such payments and proceeds therein, the Servicer shall transfer all amounts credited to the Servicing Account on account of such payments and proceeds (i) to the extent they constitute Pledged Revenues, to the Collection Account and (ii) to the extent they represent Residual Realizations, to the Residual Account. Notwithstanding the foregoing, the Servicer may utilize an alternative remittance schedule acceptable to the Servicer if the Servicer provides to the Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agency of the rating then assigned to the Notes. Amounts from time to time in the Servicing Account shall be invested in accordance with Section 8.07 of the Indenture, and the Servicer shall be entitled to any earnings on such investments as additional servicing compensation hereunder. In the event of any losses on such investments, the Servicer shall deposit in the Servicing Account the amount thereof, net of any earnings otherwise distributable to the Servicer. (b) The Servicer shall remit to the Collection Account all amounts (excluding, for i) that portion of any Purchase Amount relating to the avoidance of doubt, any Supplemental Servicing Fees) Required Payoff Amount received by the Servicer on or in respect upon the purchase by Vendor Services of any Lease pursuant to Section 2.6, and (ii) that portion of the Receivables amount paid by the Contributor to purchase the Leases pursuant to Section 5.1 as is required to be deposited in the Collection Account pursuant to such Section. (including Liquidation Proceeds c) Notwithstanding the provisions of subsections (a) and all (b) hereof, the Servicer will be entitled to be reimbursed from amounts received on deposit in the Servicing Account or the Collection Account with respect to a Collection Period for amounts previously deposited in the Servicing Account or the Collection Account but later determined by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect good faith to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicerhave resulted from mistaken deposits or postings or checks returned for insufficient funds, or (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), required to be repaid to an Obligor. The amount to be reimbursed hereunder may be retained pursuant to Section 4.4 at any time or may otherwise be paid to the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution related Payment Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as pursuant to Section 8.03(i) of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received Indenture upon certification by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts and the provision of such information to the Collection Account; and, provided further, that Trustee as may be necessary to verify the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice accuracy of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datecertification.

Collections. The Servicer (a) Unless otherwise agreed in the Receivables Purchase Agreement, the Collection Agent shall, on each Business Day, deposit into an account of the Purchaser or the Purchaser’s assignee all Collections of Transferred Receivables then held by the Collection Agent. (b) In the event that the Seller believes that Collections which are not Collections of Transferred Receivables have been deposited into an account of the Purchaser or the Purchaser’s assignee, the Seller shall remit so advise the Purchaser and, on the Business Day following such identification, the Purchaser shall remit, or shall cause to be remitted, all Collections so deposited which are identified, to the Collection Account all amounts Purchaser’s satisfaction, to be Collections of Receivables which are not Transferred Receivables to the Seller. (excludingc) On each Monthly Payment Date, for the avoidance of doubtPurchaser shall pay to the Seller accrued interest on the Deferred Purchase Price and the Purchaser may, any Supplemental Servicing Fees) received by the Servicer on at its option, prepay in whole or in respect part the principal amount of the Deferred Purchase Price; provided that each such payment shall be made solely from (i) Collections of Transferred Receivables (including Liquidation Proceeds after all other amounts then due from the Purchaser under the Receivables Purchase Agreement have been paid in full and all amounts received then required to be set aside by the Servicer in connection with Purchaser or the repossession and sale of a Financed Vehicle (whether Collection Agent under the Receivables Purchase Agreement have been so set aside or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) excess cash flow from operations of the Purchaser which is not required to be applied to the payment of other obligations of the Purchaser; and provided further, that no such payment shall be made at any time when an Event of Servicing Termination shall have occurred and be continuing continuing. At such time following the Facility Termination Date when all Capital, Yield, Fees and (iii) other amounts owed by the Rating Agency Condition Purchaser under the Receivables Purchase Agreement shall have been satisfied (the “Monthly Remittance Condition”)paid in full, the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds Purchaser shall apply, on the each Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as Day, all Collections of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts Transferred Receivables received by the Servicer in connection with the repossession Purchaser pursuant to Section 2.03(a) (and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)previously distributed) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts first to the extent payment of such unreimbursed Simple Interest Advance (accrued interest on the Deferred Purchase Price, and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts then to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect reduction of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) principal amount of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateDeferred Purchase Price.

Collections. (a) Pursuant to the Indenture, the Indenture Trustee has established the Servicing Account. The Servicer shall make deposits to and transfers from the Servicing Account, and shall be entitled to make withdrawals therefrom, as provided in this Agreement. The Servicer shall remit to the Servicing Account all payments by or on behalf of the Obligors on the Contracts (other than amounts constituting Administrative Fees) and all Liquidation Proceeds (including (1) proceeds of Insurance Policies to be treated as such in accordance with Section 3.4 and (2) deficiency amounts paid by the Servicer with respect to the disposition of Equipment to be treated as such in accordance with the last paragraph of Section 3.3) received by the Servicer, in each case, as soon as practicable, but in no event later than the second Business Day after receipt thereof. Within three Business Days after the deposit of such payments and proceeds therein, the Servicer shall transfer all amounts credited to the Servicing Account on account of such payments and proceeds (i) to the extent they constitute Pledged Revenues, to the Collection Account, and (ii) to the extent they represent amounts allocated to the Depositor, to the Depositor. Notwithstanding the foregoing, the Servicer may utilize an alternative remittance schedule acceptable to the Servicer if the Servicer provides to the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agency of the rating then assigned to the Notes. Amounts from time to time in the Servicing Account shall be invested in accordance with Section 8.07 of the Indenture, and the Servicer shall be entitled to any earnings on such investments as additional servicing compensation hereunder. In the event of any losses on such investments, the Servicer shall deposit in the Servicing Account the amount thereof, net of any earnings otherwise distributable to the Servicer. (b) The Servicer shall remit to the Collection Account all amounts (excluding, for i) that portion of any Purchase Amount relating to the avoidance of doubt, any Supplemental Servicing Fees) Required Payoff Amount received by the Servicer on or in respect upon the purchase by TCC of any Contract pursuant to Section 2.6, and (ii) that portion of the Receivables amount paid by the Depositor to purchase the Contracts pursuant to Section 5.1 as is required to be deposited in the Collection Account pursuant to such Section. (including Liquidation Proceeds c) Notwithstanding the provisions of subsections (a) and all (b) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Servicing Account or the Collection Account with respect to a Collection Period for amounts previously deposited in the Servicing Account or the Collection Account but later determined by the Servicer in good faith to (i) have resulted from mistaken deposits or postings or checks returned for insufficient funds, or (ii) be required to be repaid to an Obligor. The amount to be reimbursed hereunder may be retained pursuant to Section 4.4 at any time or may otherwise be paid to the Servicer on the related Payment Date pursuant to Section 8.03(i) of the Indenture upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee as may be necessary to verify the accuracy of such certification. (d) The Servicer shall remit directly to the Depositor that portion of any Purchase Amount relating to the Book Value of any Leased Equipment received by the Servicer in connection with upon the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received purchase by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge TCC of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer Contract pursuant to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateSection 2.6.

Collections. (a) The Servicer shall remit within two (2) Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Liquidation Proceeds, both as collected during the Collection Period less any payments owed thereon to the Servicer. For purposes of this Article V, the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. (b) The Servicer will be entitled to be reimbursed from amounts (excluding, on deposit in the Collection Account with respect to a Collection Period for amounts previously deposited in the avoidance of doubt, any Supplemental Servicing Fees) received Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received related Payment Date pursuant to Section 5.6(a) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Insurer as may be necessary in connection with the repossession and sale opinion of a Financed Vehicle (whether or the Insurer to verify the accuracy of such certification. In the event that the Insurer has not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect received evidence satisfactory to Purchased Receivables) as soon as practicable and in no event after the close it of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer's entitlement to reimbursement pursuant to Section 5.2(b), the Insurer (ii) no Event of Servicing Termination unless an Insurer Default shall have occurred and be continuing and (iiicontinuing) shall give the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any Indenture Trustee notice to such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date effect following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as receipt of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed make a distribution to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice respect of such event amount pursuant to Section 5.6, or circumstance from if the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class Servicer prior thereto has been reimbursed pursuant to Section 5.6 or unless a Responsible Officer of the Owner Trustee or Section 5.9, the Indenture Trustee, as applicable, has actual knowledge of Trustee shall withhold such event or circumstance. The Servicer shall remit amounts from amounts otherwise distributable to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect the next succeeding Payment Date. (c) If at any time the percentage of Obligors using the automated payment option, which percentage shall be the equivalent of a fraction, the numerator of which is the aggregate Principal Balance of such Obligors' Receivables calculated as of the Receivables (including Liquidation Proceeds last day of the immediately preceding Collection Period and all amounts received by the denominator of which is the Aggregate Principal Balance calculated as of the last day of the immediately preceding Collection Period, is below 75%, then the Servicer in connection with shall cause all payments by or on behalf of the repossession and sale of Obligors that are not using the automated payment option to be deposited into a Financed Vehicle (whether or not the related Receivable has been classified as lockbox account established at a Defaulted Receivable)) during the period from but excluding the Cutoff Date depository institution acceptable to and including the second Business Day preceding the Closing DateInsurer.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit to the Collection Deposit Account all amounts (excluding, for payments by or on behalf of the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in Obligors with respect of to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds and all amounts received by collected during the related Collection Period, prior to 11:00 A.M. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer in connection with shall remit to the repossession and sale Deposit Account all payments by or on behalf of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Obligors with respect to the Receivables (other than Purchased ReceivablesReceivables and not including Fixed Value Payments) and all Liquidation Proceeds within two Business Days of receipt thereof. The commingling conditions are as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as follows: (i) CarMax is DCFS must be the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing and (iii) (x) DaimlerChrysler North America Holding Corporation must maintain a short-term rating of at least "A-1" by Standard & Poor's and "F-1" by Fitch or (y) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the “Monthly Remittance Condition”Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the contrary, so long as DCFS is the Servicer, DCFS may withhold from the deposit into the Deposit Account any amounts indicated on the related Servicer's Certificate as being due and payable to DCFS or the Seller and pay such amounts directly to DCFS or the Seller, as applicable. For purposes of this Article V, the phrase "payments 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 shall make daily remittance of collections to the Deposit Account within two Business Days of receipt thereof; provided, however, daily remittance may commence no later than five Business Days following a reduction of DaimlerChrysler North America Holding Corporation's short-term ratings below or "F1" by Fitch or "A-1" by Standard & Poor's. In addition, if the Servicer is required to make daily remittance of collections into the Deposit Account, the Servicer may remit any such amounts received during any Collection Period with respect to all interest payments by or on behalf of the Obligors with respect to the Collection Account in immediately available funds Receivables (other than Purchased Receivables and not including Fixed Value Payments): (i) calculate the amount of such interest payments collected each day on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as basis of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note aggregate Principal 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (other than Purchased Receivables and not including Liquidation Proceeds Fixed Value Payments) at the start of the applicable Collection Period, the weighted average APR of such Receivables and all the number of calendar days in that Collection Period divided by 360 and (ii) deposit such calculated daily interest amounts received by to the Deposit Account within the applicable time frame required pursuant to this Section 5.02. In the event that the sum of the daily interest amounts so calculated for a Collection Period exceeds the amount of actual interest payments for that Collection Period, the Indenture Trustee shall, at the written direction of the Servicer, release such excess to the Servicer (or its designee). For the avoidance of doubt, the Servicer is not required to calculate the amount of interest payments in connection the manner provided in the two immediately preceding sentences and may, upon provision to the Indenture Trustee of written notice thereof, change its procedures so that it deposits the actual amount of interest payments made by or on behalf of the Obligors with respect to the repossession Receivables (other than Purchased Receivables and sale of a Financed Vehicle (whether or not including Fixed Value Payments) into the related Receivable has been classified as a Defaulted Receivable)) during Deposit Account within the period from but excluding the Cutoff Date applicable time frame required pursuant to and including the second Business Day preceding the Closing Datethis Section 5.02.

Collections. The Servicer Indenture Trustee shall remit to review the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received Servicer's Certificate prepared by the Servicer on or in respect immediately upon receipt thereof pursuant to Section 9.02 of the Receivables Trust Agreement. For any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 9.04(a)(i) through (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”vi), the Indenture Trustee shall withdraw or direct the Servicer may remit any such amounts received during any Collection Period to withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and promptly deposit such amount in the Collection Account Account. If such deficiency exceeds the Available Spread Amount, the Indenture Trustee shall notify the Insurer of the amount of such excess deficiency. The Indenture Trustee shall promptly (and in immediately available funds any event not later than 1:00 p.m., New York City time, on the Business Day preceding the Distribution Date following such Collection Period Payment Date) deliver a Notice for Payment as defined in the Policy (it being understood that appropriately completed) to the Monthly Remittance Condition has not been satisfied as Fiscal Agent with respect to the Policy. The Insurer is required pursuant to Section 10.03 and the terms of the Closing Date); provided furtherPolicy to pay the amount of such excess deficiency of Monthly Interest and Monthly Principal, that if up to the Policy Amount. The Indenture Trustee shall, immediately upon receipt, deposit in the Collection Account any such amounts (including Liquidation Proceeds and all amounts funds received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received Indenture Trustee in respect of funds drawn under the Policy from the Insurer. If the Available Funds for a Receivable as Payment Date are insufficient to which there is an unreimbursed Simple Interest Advancepay current and past due Insurance Premiums on the Policy, or any amounts owing to the Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Insurer, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and notify the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event deficiency, and the applicable Available Spread Amount, if any, then on deposit in the Spread Account(after giving effect to any withdrawal to satisfy a deficiency in Monthly Interest or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of Monthly Principal) shall be available to cover such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datedeficiency.

Collections. (a) The Master Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by provide the Servicer on or in respect of with such instructions as are necessary to permit the Receivables (including Liquidation Proceeds and all amounts received transfer by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account wire transfer in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by on deposit in the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to Custodial Account which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit constitute collections to the Collection Account on the Closing Date all Servicer Remittance Date. (b) On or prior to each Master Servicer Remittance Date, the Master Servicer shall determine the Interest Remittance Amount, the Principal Remittance Amount, the Principal Distribution Amount, the Total Distribution Amount, and the Trustee Fee, in each case for the related Distribution Date. For purposes of this Section 7.04 and Section 7.08, with respect to any Distribution Date, in determining the amount received from any Rate Protection Provider or from the Underlying Securities, the Master Servicer shall be entitled to rely conclusively on the accuracy of the information provided to it by any Rate Protection Provider or by the Trustee, as applicable, and the Master Servicer shall not be obligated to verify, recompute, reconcile or recalculate any such amount. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit the Total Distribution Amount for the related Distribution Date, exclusive of any amounts received by with respect to the Servicer on related Distribution Date under any Rate Protection Agreement or in respect of the Receivables Underlying Securities that have not been deposited in the Collection Account, to the Certificate Distribution Account. Prior to disbursing the Total Distribution Amount, the Trustee shall withdraw from the Certificate Distribution Account on each Distribution Date and pay, solely from and in reduction of the Interest Remittance Amount, to itself, the Trustee Fee for such Distribution Date. (including Liquidation Proceeds and all amounts d) [Reserved] (e) The Trustee shall deposit into the Certificate Distribution Account on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any payments or distributions are received by the Servicer in connection Trustee with respect to any Rate Protection Agreement or Underlying Securities, all such amounts. (f) Immediately following the repossession and sale purchase or early termination of a Financed Vehicle (whether or not any Underlying Securities pursuant to the related Receivable has been classified as a Defaulted Receivable)) during Underlying Agreement and receipt of amounts in respect thereof, the period from but excluding Trustee shall transfer the Cutoff Date to and including aggregate of such amounts into the second Business Day preceding the Closing DateCertificate Distribution Account.

Collections. (a) The Servicer shall remit to the Collection Account within two Business Days following receipt thereof all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received payments by the Servicer or on or in respect behalf of the obligors on the Receivables and all Liquidation Proceeds (including Liquidation Proceeds and all amounts received by payments made under any of the Servicer in connection with Insurance Policies or the repossession and sale Collateral Insurance to the extent applicable to payments due on the Receivables) , both as collected during the Collection Period, net of a Financed Vehicle (whether or not i) the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Servicer's actual out-of-pocket expenses reasonably incurred with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; providedDefaulted Receivables or Vehicles, however, that for so long as (i) CarMax is the Servicerwhich shall be paid from amounts actually recovered with respect to any Defaulted Receivable or Vehicle, (ii) no Event charge backs attributable to errors in posting, returned checks, or rights of Servicing Termination shall offset for amounts that should not have occurred and been paid or that must be continuing refunded as the result of a successful claim or defense under bankruptcy or similar laws and (iii) the Rating Agency Condition shall have been satisfied Monthly Servicing Fee, as provided in Section 4.8. (b) On the “Monthly Remittance Condition”)Determination Date in each month, the Servicer may remit any such amounts received during any Collection Period shall instruct the Trustee to withdraw from the Collection Account the amount collected with respect to Receivables, including Additional Fees and Liquidation Proceeds, received during the Collection Period and investment earnings related to such Determination Date and deposit such amount in immediately available funds on or by wire transfer in immediately available funds into the Business Day preceding the Distribution Date following such Collection Period Certificate Account. (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing c) On or before each Determination Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts determine (i) the sum of (x) the amount of payments on all Receivables, including all Additional Fees and Liquidation Proceeds (including payments made under any of the Insurance Policies or the Collateral Insurance to the extent of applicable to payments due on the Receivables), received during the related Collection Period, investment earnings deposited in the Collection Account or Certificate Account during the related Collection Period, investment earnings earned through such unreimbursed Simple Interest Advance Determination Date and not yet deposited in the Collection Account or Certificate Account, and the Purchase Amounts for all Receivables to be purchased or repurchased with respect to such Collection Period which have been deposited in the Certificate Account (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance"Net Available Funds") and shall remit (y) the balance Yield Maintenance Withdrawal Amount for the related Distribution Date (the sum of such amounts to (x) and (y) being the Collection Account; and"Available Funds"), provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or the amount of funds necessary to make the distributions required pursuant to clauses (iiii) through (iv) of Section 5.4(a) on the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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 circumstancenext Distribution Date. The Servicer shall remit by a Servicer's Certificate notify the Trustee of such amounts by telecopy to the Collection Account on Corporate Trust Office (or such other number as the Closing Date all amounts received Trustee may from time to time provide), followed promptly by mailing such notice to the Servicer on or in respect of Trustee at the Receivables (including Liquidation Proceeds Corporate Trust Office, and all amounts received by the Servicer in connection with Trustee shall promptly provide such notice to the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateCertificate Insurer.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all amounts (excluding, for payments by or on behalf of the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in Obligors with respect of to the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to other than Purchased Receivables) and all Liquidation Proceeds, both as soon as practicable and in no event after collected during the close of business on Monthly Period less any payments owed thereon to the second Business Day after such receipt; providedServicer. Notwithstanding the foregoing, however, that for so long as (i) CarMax is the Representative remains the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing continuing, (iii) there exists no Insurer Default and the Certificate Insurer has furnished its prior written consent and (iiiiv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the “Monthly Remittance Condition”Rating Agencies in connection therewith are complied with), the Servicer may remit any such amounts received during any Collection Period collections with respect to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit calendar month to the Collection Account on the Closing Determination Date all immediately preceding the related Distribution Date. For purposes of this Article XIV the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. (b) The Servicer will be entitled to be reimbursed from amounts received on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on or the related Distribution Date pursuant to Section 14.06(b)(i) upon certification by the Servicer of such amounts and the provision of such information to the Trustee and the Certificate Insurer as may be necessary in the opinion of the Certificate Insurer to verify the accuracy of such certification. In the event that the Certificate Insurer has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to Section 14.02(b), the Certificate Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following receipt of which the Trustee shall not make a distribution to the Servicer in respect of the Receivables (including Liquidation Proceeds and all amounts received by such amount pursuant to Section 14.06, or if the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable prior thereto has been classified as a Defaulted Receivable)) during reimbursed pursuant to Section 14.06 or Section 14.11, the period Trustee shall withhold such amounts from but excluding amounts otherwise distributable to the Cutoff Date to and including Servicer on the second Business Day preceding the Closing next succeeding Distribution Date.

Collections. (a) Pursuant to the Indenture, the Indenture Trustee has established the Servicing Account. The Servicer shall make deposits to and transfers from the Servicing Account, and shall be entitled to make withdrawals therefrom, as provided in this Agreement. The Servicer shall remit to the Servicing Account all payments by or on behalf of the Obligors on the Contracts (other than amounts constituting Administrative Fees) and all Liquidation Proceeds (including (1) proceeds of Insurance Policies to be treated as such in accordance with Section 3.4 and (2) deficiency amounts paid by the Servicer with respect to the disposition of Equipment to be treated as such in accordance with the last paragraph of Section 3.3) received by the Servicer, in each case, as soon as practicable, but in no event later than the second Business Day after receipt thereof. Within three Business Days after the deposit of such payments and proceeds therein, the Servicer shall transfer all amounts credited to the Servicing Account on account of such payments and proceeds (i) to the extent they constitute Pledged Revenues, to the Collection Account, and (ii) to the extent they represent amounts allocated to the Depositor, to the Depositor. Notwithstanding the foregoing, the Servicer may utilize an alternative remittance schedule acceptable to the Servicer if the Servicer provides to the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agency of the rating then assigned to the Notes. Amounts from time to time in the Servicing Account shall be invested in accordance with Section 8.07 of the Indenture, and the Servicer shall be entitled to any earnings on such investments as additional servicing compensation hereunder. In the event of any losses on such investments, the Servicer shall deposit in the Servicing Account the amount thereof, net of any earnings otherwise distributable to the Servicer. (b) The Servicer shall remit to the Collection Account all amounts (excluding, for i) that portion of any Purchase Amount relating to the avoidance of doubt, any Supplemental Servicing Fees) Required Payoff Amount received by the Servicer on or in respect upon the purchase by TCC of any Contract pursuant to Section 2.6(a), and (ii) that portion of the Receivables amount paid by the Depositor to purchase the Contracts pursuant to Section 5.1 as is required to be deposited in the Collection Account pursuant to such Section. (including Liquidation Proceeds c) Notwithstanding the provisions of subsections (a) and all (b) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Servicing Account or the Collection Account with respect to a Collection Period for amounts previously deposited in the Servicing Account or the Collection Account but later determined by the Servicer in good faith to (i) have resulted from mistaken deposits or postings or checks returned for insufficient funds, or (ii) be required to be repaid to an Obligor. The amount to be reimbursed hereunder may be retained pursuant to Section 4.4 at any time or may otherwise be paid to the Servicer on the related Payment Date pursuant to Section 8.03(i) of the Indenture upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee as may be necessary to verify the accuracy of such certification. (d) The Servicer shall remit directly to the Depositor that portion of any Purchase Amount relating to the Book Value of any Leased Equipment received by the Servicer in connection with upon the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received purchase by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge TCC of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer Contract pursuant to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted ReceivableSection 2.6(a)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. (a) The Servicer shall remit to establish the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Subcollection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as name of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) for the benefit of the definition of Monthly Remittance Condition that would require daily remittance by Certificateholders and the Servicer to the Collection Noteholders. The Subcollection Account unless the Owner Trustee or shall be an Eligible Account and shall initially be established with the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit directly to the Subcollection Account without deposit into any intervening account all payments by or on behalf of the Obligors on the Receivables and all Liquidation Proceeds received by the Servicer, in each case, as soon as practicable, but in no event later than the Business Day after receipt thereof. Within two days of deposit of payments into the Subcollection Account, the Indenture Trustee shall transfer all amounts credited to the Subcollection Account on account of such payments to the Collection Account. Amounts in the Subcollection Account on shall not be invested. (b) On each Deposit Date related to a Distribution Date (i) prior to the Closing Purchase Termination Date and (ii) so long as the Facility Balance is less than or equal to the Facility Limit, all amounts received on deposit in the Collection Account allocable the Noteholders' Principal Distributable Amount and the Certificateholders' Principal Distributable Amount shall be deposited into the Principal Funding Account. On each Deposit Date preceding a Distribution Date on or after the occurrence of the Purchase Termination Date, amounts on deposit in the Principal Funding Account shall be deposited into the Note Distribution Account or the Certificate Distribution Account, as Collections and applied in accordance with Section 4.6 hereof. On each Deposit Date preceding a Distribution Date on which the Facility Balance would exceed the Facility Limit (after giving effect to a reduction thereof requested by the Servicer Seller) (provided that a Purchase Termination Date shall not have been declared pursuant to Section 2.1(c)(2)), amounts on or deposit in the Principal Funding Account equal to such excess shall be deposited into the Note Distribution Account as Collections and applied in accordance with Section 4.6 hereof. Notwithstanding the foregoing, if on any Determination Date the amount on deposit in the Principal Funding Account exceeds the aggregate Purchase Price with respect to Receivables to be purchased during the remainder of the Receivables (including Liquidation Proceeds and all amounts received Monthly Period during which such Determination Date occurs, as determined by the Servicer in connection its sole discretion (the amount of such excess, the "Principal Funding Excess Amount"), an amount equal to the Principal Funding Excess Amount shall be deposited into the Note Distribution Account and the Certificate Distribution Account, as applicable, and applied in accordance with Section 4.6 hereof. (c) Notwithstanding the repossession and sale provisions of subsection (a) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Financed Vehicle (whether Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer or not the Lockbox Bank to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Receivable has been classified Distribution Date pursuant to Section 4.6(iii) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee as a Defaulted Receivable)) during may be necessary in the period from but excluding opinion of the Cutoff Date Indenture Trustee to and including verify the second Business Day preceding the Closing Dateaccuracy of such certification.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all LOCK-BOX ACCOUNT AND RELATED BANK ACCOUNTS Any amounts received by the Servicer Servicer, including all payments by or on behalf of the Obligors (other than Purchased Receivables), all Liquidation Proceeds, Insurance Proceeds and other Recoveries, all as collected during the Collection Period in connection with the repossession and sale respect of a Financed Vehicle (whether or not Receivable being serviced by the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect Servicer, shall be remitted to Purchased Receivables) the Lock-Box Account as soon as practicable and practicable, but in no event after later than the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is receipt thereof by the Servicer. The Servicer shall maintain the Lock- Box Account and shall collect and hold in trust (for the benefit of each Trust, as applicable) in such account all funds received on account of the Obligors until such funds are transferred to the Trustee or in accordance with its instructions. On a daily basis the posted balance (iiin excess of $2,000) no Event related to the Receivables in the Lock-Box Account shall be transferred by wire transfer to the Trustee for deposit into the Collection Accounts established for the related Trusts. Such funds shall not be commingled with the funds of Servicing Termination any other person; provided that there may be deposited in the Lock-Box Account moneys collected on other motor vehicle installment sales contracts originated by Aegis Finance and its affiliates. In the event funds of more than one Trust are deposited in the Lock-Box Account, collections attributable to Receivables of each Trust shall have occurred be separately identified. The Servicer shall be responsible for all charges with respect to the Lock- Box Account and, insofar as such charges relate to the Receivables, shall be reimbursed in accordance with the instructions set forth in the Monthly Servicer Certificate. The Servicer shall provide written notice to the Trustee of the location and account number of the Lock-Box Accounts promptly after establishing or changing the same. Wells Fargo Bank, N.A. and Commerce Bank will each serve as an initial Lock- Box Account Dep▇▇▇▇▇ry with respect to the Receivables. The Servicer shall provide thirty (30) days' prior notice to the Trustee of its appointment of a successor Lock-Box Account Depository, which such successor Lock-Box Account Depository shall be continuing and an Eligible Institution. The Servicer shall deposit into the Lock-Box Account all amounts (iiiincluding late payments) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), remitted by Obligors to the Servicer may remit any such amounts received during any Collection Period under the terms of the Receivables within one (1) Business Day after receipt thereof. The Servicer shall provide the Lock-Box Account Depository with a report providing instructions related to distributions of funds from the Lock-Box Account to the applicable Collection Accounts. The Servicer shall deposit in the applicable Collection Account the aggregate Purchase Amount with respect to Purchased Receivables. All such deposits shall be made in Automated Clearinghouse Corporation next-day funds or immediately available funds funds, on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datereceipt thereof.

Collections. (a) The Master Servicer shall remit or ----------- cause to be remitted by wire transfer to the Collection Account Account, as appropriate (i) within five Business Days after the Closing Date, the aggregate amount of all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) Collections received by the Master Servicer from but excluding the Cut-Off Date through and including the Closing Date and (ii) beginning from and excluding the Closing Date, all Collections (other than penalty interest, late charges, prepayment penalties and premiums, modification fees and assumption and substitution fees and Escrow Amounts), including all payments by or on or in respect behalf of the Receivables (including Liquidation Proceeds Mortgagors on the Mortgage Loans and all amounts with respect to the Mortgage Loans, as collected not later than one Business Day following the Business Day on which such amounts are received by the Lock-Box Bank (or by the Master Servicer in connection with directly and are identified by the repossession and sale of a Financed Vehicle (whether or not Master Servicer as relating to the related Receivable has been classified as a Defaulted ReceivableMortgage Loans)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that it shall not be necessary for so long as -------- ------- the Master Servicer to remit Collections on any Business Day when the aggregate amount in the Master Servicer's possession from the Collections prior to such Business Day is less than $1,000. (ib) CarMax is The Master Servicer shall provide the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period Lock-box Bank with instructions to the Collection Account transfer by wire transfer in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by on deposit in the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to Lock-box Account which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit constitute Collections to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) each Business Day during the period term of this Agreement. (c) On each Determination Date, the Master Servicer shall determine the Available Distribution Amount. (d) On each Master Servicer Remittance Date, the Master Servicer shall direct the Trustee to remit to the Master Servicer the aggregate Master Servicing Fees, and to pay to the Trustee the Trustee's Fee, in each case from but excluding amounts then on deposit in the Cutoff Date Collection Account, and to and including deposit the second Business Day preceding Available Distribution Amount to the Closing DateCertificate Account.

Collections. (a) The Servicer shall remit within two (2) ----------- Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Liquidation Proceeds, both as collected during the Collection Period less any payments owed thereon to the Servicer. For purposes of this Article V, the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. (b) The Servicer will be entitled to be reimbursed from amounts (excluding, on deposit in the Collection Account with respect to a Collection Period for amounts previously deposited in the avoidance of doubt, any Supplemental Servicing Fees) received Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received related Payment Date pursuant to Section 5.6(a) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Insurer as may be necessary in connection with the repossession and sale opinion of a Financed Vehicle (whether or the Insurer to verify the accuracy of such certification. In the event that the Insurer has not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect received evidence satisfactory to Purchased Receivables) as soon as practicable and in no event after the close it of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer's entitlement to reimbursement pursuant to Section 5.2(b), the Insurer (ii) no Event of Servicing Termination unless an Insurer Default shall have occurred and be continuing and (iiicontinuing) shall give the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any Indenture Trustee notice to such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date effect following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as receipt of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed make a distribution to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice respect of such event amount pursuant to Section 5.6, or circumstance from if the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class Servicer prior thereto has been reimbursed pursuant to Section 5.6 or unless a Responsible Officer of the Owner Trustee or Section 5.9, the Indenture Trustee, as applicable, has actual knowledge of Trustee shall withhold such event or circumstance. The Servicer shall remit amounts from amounts otherwise distributable to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect the next succeeding Payment Date. (c) If at any time the percentage of Obligors using the automated payment option, which percentage shall be the equivalent of a fraction, the numerator of which is the aggregate Principal Balance of such Obligors' Receivables calculated as of the Receivables (including Liquidation Proceeds last day of the immediately preceding Collection Period and all amounts received by the denominator of which is the Aggregate Principal Balance calculated as of the last day of the immediately preceding Collection Period, is below 75%, then the Servicer in connection with shall cause all payments by or on behalf of the repossession and sale of Obligors that are not using the automated payment option to be deposited into a Financed Vehicle (whether or not the related Receivable has been classified as lockbox account established at a Defaulted Receivable)) during the period from but excluding the Cutoff Date depository institution acceptable to and including the second Business Day preceding the Closing DateInsurer.

Collections. The Servicer shall remit Borrower will notify all of its Customers to forward all payments to the Collection Account all amounts lock box address indicated in Exhibit B, paragraph 24 (excludingthe “Lock Box”). In the event that any payments from Customers come into Borrower’s possession, for Borrower will hold the avoidance same in trust and safekeeping, and immediately deposit into the Lock Box the identical check or other form of doubt, any Supplemental Servicing Fees) payment received by Borrower, properly endorsed, including electronic or wire transfers. Should Borrower come into possession of a check or other form of payment, which constitutes payment of either Acceptable Accounts and/or Ineligible Accounts, Borrower shall immediately remit such payment(s) to the Servicer on Lock Box. In the event that the Borrower fails to comply with the provisions of this Section 40, in addition to all other remedies of TEMPFUNDS hereunder, Borrower shall pay a Misdirection Fee equal to 2.5% of the amount of the funds which Borrower deposits in any bank account other than bank accounts as directed by TEMPFUNDS under this Agreement or in respect of the Receivables Lock Box, or are otherwise not remitted to TEMPFUNDS as required herein (including Liquidation Proceeds and all amounts received the “Misdirected Funds”). Nothing provided herein shall in any manner authorize the Borrower to misdirect funds as prohibited by the Servicer Agreement. Notwithstanding the foregoing, in the event that collections of Customers are remitted to the account or lock box controlled by ComVest (the “ComVest Collections”), and so long as ComVest remits such payments to TEMPFUNDS as provided in the payoff letter between ComVest and TEMPFUNDS, no Misdirection Fee shall be assessed in connection with such ComVest Collections. Any wire transfer of funds, check, or other item of payment received by TEMPFUNDS shall be credited to Borrower when applied by TEMPFUNDS and will be applied to conditionally reduce Borrower’s Obligations, but shall not be considered a payment on account unless and until such check or other method or item of payment is honored when presented for payment. The receipt of any check or other or method item of payment deposited into the repossession and sale Lock Box shall be deemed to have been paid to TEMPFUNDS at the expiration of a Financed Vehicle the Collection Day Period (whether or not the related Receivable has been classified as a Defaulted Receivable)defined in Exhibit B, paragraph 25) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close date TEMPFUNDS actually receives possession of business on such check or other method or item of payment into the second Business Day after such receipt; providedWire Account referred to in Exhibit B, however, paragraph 26. Absent legal process to the contrary and provided that for the outstanding indebtedness due TEMPFUNDS does not exceed the availability hereunder and so long as there is not a Default hereunder, then; (i) CarMax is the Serviceramounts collected and applied to Accounts in excess of outstanding obligations due TEMPFUNDS will be credited, without interest, to Borrower, (ii) no Event payment of Servicing Termination shall have occurred and Accounts not assigned to TEMPFUNDS or against Ineligible Accounts will be continuing credited, without interest, to Borrower, and (iii) the Rating Agency Condition shall have been satisfied amounts credited to Borrower under (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advancei) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer will be available to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateBorrower.

Collections. (i) The Servicer shall remit administer Collections in accordance with the provisions of this Section 2.7. Approved Investors shall be instructed to pay proceeds from the sale of Mortgage Loans into the Collection Account, and such amounts may be released in accordance with the procedures set forth in Section 3.3 hereof. (ii) The Servicer acknowledges that Collections and/or other Collateral Proceeds received by it with respect to any Mortgage Asset belong to the Borrower and have been pledged to the Administrative Agent, on behalf of the Lenders. From such Collections and/or other Collateral Proceeds, the Servicer, on behalf of the Borrower, shall deposit amounts necessary to make payments on the following Settlement Date (or end of the related Interest Period) pursuant to Section 2.7(c)(iii) or (iv), as applicable, into the Collection Account all amounts (excludingno later than such Settlement Date or at the end of such Interest Period, for the avoidance of doubtor, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close Drawdown Termination Date or upon the occurrence and during the continuation of business on the second an Event of Default, within one Business Day after receipt by the Servicer. Until deposited into the Collection Account, the Servicer may commingle Collections and other Collateral Proceeds with its own funds and use such receipt; providedfunds for its own business purposes. (iii) Prior to the Drawdown Termination Date, howeverthe Servicer shall withdraw funds from the Collection Account (to the extent of collected funds therein) and shall make payments from the Collection Account at the following times and in the following order of priority: (A) To the extent not previously paid, on each Settlement Date, the Servicer shall deposit an amount equal to the costs, fees and expenses then due and payable to the Collateral Agent to an account designated by the Collateral Agent. (B) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or any Eurodollar Advance, the Servicer shall deposit an amount equal to accrued interest on such Advance, which amount shall be paid to the applicable Managing Agent’s Account for so long as the related Lenders. On each Settlement Date, the Servicer shall deposit an amount equal to accrued interest on each Advance that bears interest at the Alternate Base Rate to the applicable Managing Agent’s Account. (C) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable, on a pro rata basis, to (i) CarMax is Bank One, as a Managing Agent under the Servicer, Bank One Managing Agent Fee Letter shall be paid to Bank One’s Managing Agent’s Account and (ii) no Event of Servicing to the Administrative Agent and CL New York, as a Managing Agent, under the CL New York Fee Letter to the CL New York’s Managing Agent’s Account. (D) On each Settlement Date on which the Required Reserve Account Amount exceeds the amount then on deposit in the Reserve Account, the Servicer shall deposit an amount equal to such excess to the Reserve Account. (E) On each Settlement Date, if the Seasonal Drawdown Termination Date shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”)continuing, the Servicer may remit any such amounts received during any Collection Period an amount equal to the Collection Account in immediately available funds on unpaid Principal Debt payable to the Business Day preceding Seasonal Lenders shall be paid to the Distribution Date following such Collection Period (it being understood that Managing Agent’s Accounts related to the Monthly Remittance Condition has not been satisfied as of Seasonal Lenders until the Closing Date)Principal Debt owing to the Seasonal Lenders is reduced to zero; provided furtherthat, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance application of such amounts to the Collection reduction of the Principal Debt owed to the Seasonal Lenders would cause a Default or an Event of Default to occur or there would otherwise be a Default or Event of Default in existence, then, instead of such application, Collections shall be paid to each Managing Agent’s Account pro rata in proportion to the outstanding Principal Debt (including Seasonal Advances) owing to the Lenders in each Group. (F) On each Settlement Date, if the Group Banks in any Group have not consented to an extension of the Drawdown Termination Date, but the Group Banks in the other Group have so consented and such non-extending Lenders have not assigned their respective Advances and Bank Commitments to one or more other Lenders in accordance with Section 2.1(b) and Section 13.9, the Servicer shall deposit an amount equal to the unpaid balance of all Principal Debt owing to the non-extending Lenders to the related Managing Agent’s Account; and. (G) To the extent not previously paid, provided furtheron each Settlement Date, the Servicer shall deposit any amounts, other than those listed in clauses (A), (B) and (C) above and other than principal on the Advances, that are then due and payable and of which the Servicer shallhas received prior written notice, if it determines that it has made including without limitation additional costs under Section 2.16, any additional interest under Section 2.17, Consequential Losses under Section 2.18, indemnities under Section 10.1 and costs, expenses and taxes under Section 13.19, to the applicable Managing Agent’s Account. (H) On each Settlement Date, the Servicer shall withdraw from the Collection Account for its own account an Unreimbursed Servicer Advanceamount equal to accrued Servicing Fee then due and payable. (iv) On the Drawdown Termination Date and thereafter, retain amounts received on or in respect of the Receivables Administrative Agent shall make payments from the Collection Account (to the extent of collected funds therein) at the following times and in the following order of priority: (A) On each Settlement Date, if the Servicer is not one of the Originators or an Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and payable shall be paid to the Servicer. (B) To the extent not previously paid, on each Settlement Date, an amount equal to the costs, fees and expenses then due and payable to the Collateral Agent shall be paid to an account designated by the Collateral Agent. (C) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or for any Eurodollar Advance, an amount equal to accrued interest on each such Advance shall be paid to the applicable Managing Agent’s Account. On each Settlement Date, an amount equal to accrued interest on Advances that bear interest at the Alternate Base Rate shall be paid to the applicable Managing Agent’s Account. (D) On each Settlement Date, an amount equal to the unpaid principal balance of all Advances made by Lenders shall be paid to the applicable Managing Agent’s Account. (E) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable, on a pro rata basis, (i) to Bank One as a Managing Agent, under the Bank One Managing Agent Fee Letter shall be paid to Bank One’s Managing Agent’s Account and (ii) to the Administrative Agent and CL New York, as a Managing Agent, under the CL New York Fee Letter shall be paid to the CL New York’s Managing Agent’s Account. (F) To the extent not previously paid, on each Settlement Date, any amounts of the type described in Section 2.7(c)(iii)(G) are then due and payable and any other unpaid Obligations shall be paid to the applicable Managing Agent’s Account. (G) On the Settlement Date on which all Obligations are paid in full, if the Servicer is one of the Originators or an Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and payable shall be paid to the Servicer. (v) Upon receipt of funds deposited into its Managing Agent’s Account, each Managing Agent shall distribute such funds to the Lenders in its Group or to itself for application to the Obligations in accordance with the order of priority set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii2.7(c)(iii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trusteeiv), as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. (a) The Servicer shall remit to the Collection Account within two Business Days following receipt thereof all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received payments by the Servicer or on or in respect behalf of the obligors on the Receivables and all Liquidation Proceeds (including Liquidation Proceeds and all amounts received by payments made under any of the Servicer in connection with Insurance Policies or the repossession and sale Collateral Insurance to the extent applicable to payments due on the Receivables), both as collected during the Collection Period, net of a Financed Vehicle (whether or not i) the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Servicer's actual out-of-pocket expenses reasonably incurred with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; providedDefaulted Receivables or Vehicles, however, that for so long as (i) CarMax is the Servicerwhich shall be paid from amounts actually recovered with respect to any Defaulted Receivable or Vehicle, (ii) no Event charge backs attributable to errors in posting, returned checks, or rights of Servicing Termination shall offset for amounts that should not have occurred and been paid or that must be continuing refunded as the result of a successful claim or defense under bankruptcy or similar laws and (iii) the Rating Agency Condition shall have been satisfied Monthly Servicing Fee, as provided in Section 4.8. (b) On the “Monthly Remittance Condition”)Determination Date in each month, the Servicer may remit any such amounts received during any Collection Period shall instruct the Trustee to withdraw from the Collection Account the amount collected with respect to Receivables, including Additional Fees and Liquidation Proceeds, received during the Collection Period and received investment earnings related to such Determination Date and deposit such amount in immediately available funds on or by wire transfer in immediately available funds into the Business Day preceding the Distribution Date following such Collection Period Certificate Account. (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing c) On or before each Determination Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts determine (i) the sum of (x) the amount of payments on all Receivables, including all Additional Fees and Liquidation Proceeds (including payments made under any of the Insurance Policies or the Collateral Insurance to the extent of applicable to payments due on the Receivables), received during the related Collection Period, investment earnings deposited in the Collection Account or Certificate Account during the related Collection Period, investment earnings earned through such unreimbursed Simple Interest Advance Determination Date and not yet deposited in the Collection Account or Certificate Account, and the Purchase Amounts for all Receivables to be purchased or repurchased with respect to such Collection Period which have been deposited in the Certificate Account (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance"Net Available Funds") and shall remit (y) the balance Yield Maintenance Withdrawal Amount for the related Distribution Date (the sum of such amounts to (x) and (y) being the Collection Account; and"Available Funds"), provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or the amount of funds necessary to make the distributions required pursuant to clauses (iiii) through (iv) of Section 5.4(a) on the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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 circumstancenext Distribution Date. The Servicer shall remit by a Servicer's Certificate notify the Trustee of such amounts by telecopy to the Collection Account on Corporate Trust office (or such other number as the Closing Date all amounts received Trustee may from time to time provide), followed promptly by mailing such notice to the Servicer on or in respect of Trustee at the Receivables (including Liquidation Proceeds Corporate Trust Office, and all amounts received by the Servicer in connection with Trustee shall promptly provide such notice to the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateCertificate Insurer.

Collections. The Servicer Paragraph 5 of the Master Repurchase Agreement is amended by adding the following at the end of the last sentence thereof: Notwithstanding the foregoing and except as provided in Paragraph 11 of this Master Repurchase Agreement, each of the Sellers shall remit hold for the benefit of, and in trust for, Buyer all income, including without limitation all scheduled and unscheduled principal and interest payments or any other income (including, without limitation, tax escrow payments), received by or on behalf of any of the Sellers with respect to such Purchased Mortgage Assets sold by it (collectively, "Purchased Asset Income"). To the extent required under the Loan Agreement, each of the Sellers shall deposit the Purchased Asset Income (other than any Obligor's escrow payments) in the Collection Account all amounts (excludingAccount. On each Settlement Date, for the avoidance Buyer shall pay to each of doubtthe Sellers accrued interest on the Deferred Purchase Price of the related Purchased Mortgage Assets sold by it and the Buyer may, any Supplemental Servicing Fees) received by the Servicer on at its option, prepay in whole or in respect part the principal amount of any such Deferred Purchase Price; provided that each such payment shall be made solely from (i) Collections of the Receivables (including Liquidation Proceeds related Transferred Mortgage Assets after all other amounts then due from the Buyer under the Loan Agreement have been paid in full and all amounts received then required to be set aside by the Buyer or the Servicer in connection with under the repossession and sale of a Financed Vehicle (whether Loan Agreement have been so set aside or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) excess cash flow from operations of the Buyer which is not required to be applied to the payment of other obligations of the Buyer; and provided further, that no such payment shall be made at any time when an Event of Servicing Termination Default shall have occurred and be continuing continuing. At such time following the Termination Date when all principal, interest and (iii) other amounts owed by the Rating Agency Condition Buyer under the Loan Agreement shall have been satisfied (the “Monthly Remittance Condition”)paid in full, the Servicer may remit any such amounts received during any Collection Period Buyer shall apply, on each Settlement Date, all Collections of Transferred Mortgage Assets deposited to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period pursuant to this Paragraph 5 (it being understood that the Monthly Remittance Condition has and not been satisfied previously distributed) ratably as between each of the Closing Date); provided furtherSellers first to the payment of accrued interest on each related Deferred Purchase Price, that if and then to the reduction of the principal amount of each related Deferred Purchase Price. Notwithstanding any such amounts (including Liquidation Proceeds and all amounts received by provision to the Servicer contrary in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advancethis Paragraph 5, the Servicer shall retain such amounts Buyer and the Sellers may agree that any of the Sellers may transfer to the extent Buyer all or a portion of the Income with respect to Transferred Mortgage Assets under the agreed terms of any Sale and for payments by such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts Seller to the Collection Account; and, provided further, Buyer based upon accruals of that Income while the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of Buyer owns the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateTransferred Mortgage Assets.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all amounts (excluding, for payments by or on behalf of the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in Obligors with respect of to the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to other than Purchased Receivables) and all Liquidation Proceeds, both as soon as practicable and in no event after collected during the close of business on Monthly Period less any payments owed thereon to the second Business Day after such receipt; providedServicer. Notwithstanding the foregoing, however, that for so long as (i) CarMax is TMS Auto Finance remains the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing continuing, (iii) there exists no Insurer Default and the Security Insurer has furnished its prior written consent and (iiiiv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the “Monthly Remittance Condition”Rating Agencies in connection therewith are complied with), the Servicer may remit any such amounts received during any Collection Period collections with respect to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit calendar month to the Collection Account on the Closing Determination Date all immediately preceding the related Distribution Date or Class A-1 Final Scheduled Distribution Date, as applicable. For purposes of this Article V the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. (b) The Servicer will be entitled to be reimbursed from amounts received on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on or the related Distribution Date pursuant to Section 5.6(b)(ii) upon certification by the Servicer of such amounts and the provision of such information to the Trustee and the Security Insurer as may be necessary in the opinion of the Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to Section 5.2(b), the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following receipt of which the Trustee shall not make a distribution to the Servicer in respect of the Receivables (including Liquidation Proceeds and all amounts received by such amount pursuant to Section 5.6, or if the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable prior thereto has been classified as a Defaulted Receivable)) during reimbursed pursuant to Section 5.6 or Section 5.9, the period Trustee shall withhold such amounts from but excluding amounts otherwise distributable to the Cutoff Date to and including Servicer on the second Business Day preceding the Closing next succeeding Distribution Date.

Collections. (a) The Servicer has established the Local Collection Accounts with the banks listed on Exhibit C with any changes from time to time to be promptly reported to the Trustee. On the Closing Date, the Trustee shall provide notice of the location of the Trust Accounts and the Local Collection Accounts (as well as prompt notice thereafter of any changes) to the Security Insurer. The Servicer shall remit directly to the Local Collection Accounts without deposit into any intervening account all payments by or on behalf of the Obligors on the Receivables and all Liquidation Proceeds received by the Servicer, in each case, as soon as practicable, but in no event later than the Business Day after receipt thereof. Within three Business Days of deposit of payments into a Local Collection Account, the Servicer shall cause all amounts credited to such Local Collection Account on account of such payments to be transferred to the Collection Account. Amounts in the Local Collection Accounts shall not be invested. (b) Notwithstanding the provisions of subsection (a) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account all with respect to a Monthly Period (i) for amounts (excluding, for previously deposited in the avoidance of doubt, any Supplemental Servicing Fees) received Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds and (ii) if FEFG is not the Servicer, for amounts payable pursuant to the proviso in Section 3.15(b) and to the proviso in the first sentence of Section 8.2. The amount to be reimbursed hereunder shall be paid to the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received related Payment Date pursuant to Section 4.6(i) upon certification by the Servicer of such amounts and the provision of such information to the Trustee and the Security Insurer as may be necessary in connection with the repossession opinion of the Trustee and sale the Security Insurer to verify the accuracy of a Financed Vehicle (whether or such certification. In the event that the Security Insurer has not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect received evidence satisfactory to Purchased Receivables) as soon as practicable and in no event after the close it of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer's entitlement to reimbursement pursuant to this Section 4.2(b), the Security Insurer shall (ii) no Event of Servicing Termination unless an Insurer Default shall have occurred and be continuing and (iiicontinuing) give the Rating Agency Condition Trustee notice to such effect, following receipt of which the Trustee shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period not make a distribution to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with respect of such amount pursuant to Section 4.6, or if the repossession and sale of a Financed Vehicle (whether or not the related Receivable Servicer prior thereto has been classified as a Defaulted Receivable)) are received in respect of a Receivable as reimbursed pursuant to which there is an unreimbursed Simple Interest AdvanceSection 4.6 or Section 4.8, the Servicer Trustee shall retain withhold such amounts from amounts otherwise distributable to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing next succeeding Payment Date.

Collections. The Servicer Indenture Trustee shall remit to review the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received Servicer's Certificate prepared by the Servicer on or in respect immediately upon receipt thereof pursuant to Section 8.09 of the Receivables Trust Agreement. For any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 9.04(a)(i) through (including Liquidation Proceeds and all amounts received by vii), the Indenture Trustee shall withdraw or direct the Servicer to withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and promptly deposit such amount in connection with the repossession and sale of a Financed Vehicle (whether or not Collection Account; or, if the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition Notes shall have been satisfied declared to be due and payable under Section 5.02 following an Event of Default, for any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 5.06(a)(i) through (the “Monthly Remittance Condition”vii), but excluding any distributions required by Section 5.06(a)(ii) and Sections 5.06(a) (iv) or (vi) in an amount in excess of the amount, if any, required to reduce the aggregate Note Balances as of the prior Payment Date (after giving effect to any distributions on the prior Payment Date) to the Pool Balance at the end of the related Collection Period, the Indenture Trustee shall withdraw or direct the Servicer may remit any such amounts received during any Collection Period to withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and promptly deposit such amount in the Collection Account Account. In either case, if such deficiency exceeds the Available Spread Amount, the Indenture Trustee shall notify the Insurer of the amount of such excess deficiency. To the extent the Insurer is required pursuant to the terms of the Policy to pay the amount of such excess deficiency of the Monthly Servicing Fee, Monthly Interest and Monthly Principal, the Indenture Trustee shall promptly (and in immediately available funds any event not later than 1:00 p.m., New York City time, on the Business Day preceding the Distribution Date following such Payment Date) deliver a Notice for Payment as defined in the Policy (appropriately completed) to the Fiscal Agent with respect to the Policy. The Indenture Trustee shall, immediately upon receipt, deposit in the Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if Account any such amounts (including Liquidation Proceeds and all amounts funds received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received Indenture Trustee in respect of funds drawn under the Policy from the Insurer. If the Available Funds for a Receivable as Payment Date are insufficient to which there is an unreimbursed Simple Interest Advancepay current and past due Insurance Premiums on the Policy, or any amounts owing to the Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Insurer, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and notify the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event deficiency, and the applicable Available Spread Amount, if any, then on deposit in the Spread Account (after giving effect to any withdrawal to satisfy a deficiency in the Monthly Servicing Fee, Monthly Interest or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of Monthly Principal) shall be available to cover such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datedeficiency.

Collections. (a) The Master Servicer shall remit provide each Servicer with such instructions as are necessary to permit the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received transfer by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account wire transfer in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by on deposit in the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to Custodial Accounts which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit constitute collections to the Collection Account on the Closing Servicer Remittance Date all specified in the related Servicing Agreement. (b) On or prior to each Master Servicer Remittance Date, the Master Servicer shall determine (by Mortgage Pool and in the aggregate) the Interest Remittance Amount, the Principal Remittance Amount, the Principal Distribution Amount, the Total Distribution Amount, the Trustee Fee and the Custodian Fee, in each case for the related Distribution Date. For purposes of this Section 6.04 and Section 6.08, with respect to any Distribution Date, in determining the amount received from the Cap Provider, the Master Servicer shall be entitled to rely conclusively on the accuracy of the information provided to it by the Cap Provider or by the Trustee, as applicable, and the Master Servicer shall not be obligated to verify, recompute, reconcile or recalculate any such amount. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit the Total Distribution Amount for the related Distribution Date, exclusive of any amounts received with respect to the related Distribution Date under the Cap Agreement or received as proceeds from the sale of any Excess Cap Amount that have not been deposited in the Collection Account, to the Certificate Distribution Account. Prior to disbursing the Total Distribution Amount, the Trustee shall withdraw from the Certificate Distribution Account on each Distribution Date and pay, solely from and in reduction of the Interest Remittance Amount (from each Mortgage Pool in accordance with the applicable Pool Percentage), (i) to itself, the Trustee Fee and the Custodian Fee for such Distribution Date, (ii) to the applicable Retained Interest Holder, any Retained Interest not paid thereto by the applicable Servicer (including the remittance to the Seller of the Seller’s Retained Interest with respect to Mortgage Loans identified on the Mortgage Loan Schedule as “Seller Retained Interest Mortgage Loans,” at the applicable Seller Retained Interest Rate specified in the Mortgage Loan Schedule), and (iii) to any Pool PMI Insurer, the related Pool PMI Insurance Premium for such Distribution Date. (d) The Trustee shall deposit into the Certificate Distribution Account on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any payments or distributions are received by the Servicer on Trustee with respect to the Cap Agreement or in respect of received as proceeds from the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Dateany Excess Cap Amount, all such amounts.

Collections. The Servicer Indenture Trustee shall remit to review the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received Servicer's Certificate prepared by the Servicer on or in respect immediately upon receipt thereof pursuant to Section 8.09 of the Receivables Trust Agreement. For any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 9.04(a)(i) through (including Liquidation Proceeds and all amounts received by x), the Indenture Trustee shall withdraw or direct the Servicer to withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and promptly deposit such amount in connection with the repossession Collection Account; or, if the Notes shall have been declared to be due and sale payable under Section 5.02 following an Event of a Financed Vehicle Default, for any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 5.06(a)(i) through (whether ix), but excluding any distributions required by Section 5.06(a)(ii) and Sections 5.06(a) (iv), (vi) or not (ix) in an amount in excess of the amount, if any, required to reduce the aggregate Note Balances as of the prior Payment Date (after giving effect to any distributions on the prior Payment Date) to the Pool Balance at the end of the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Collection Period, the Indenture Trustee shall withdraw or direct the Servicer to withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and promptly deposit such amount in the Collection Account. In either case, if such deficiency exceeds the Available Spread Amount, the Indenture Trustee shall notify the Insurer of the amount of such excess deficiency with respect to Purchased Receivablesthe distributions required by Sections 9.04(a)(i) through (ix) or Sections 5.06(a)(i) through (vii), as soon as practicable applicable. To the extent the Insurer is required pursuant to the terms of the Policy to pay the amount of such excess deficiency of the Monthly Servicing Fee, Monthly Interest and Insured Monthly Principal, the Indenture Trustee shall promptly (and in no any event after the close of business on the second Business Day after such receipt; providednot later than 1:00 p.m., howeverNew York City time, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Payment Date) deliver a Notice for Payment as defined in the Policy (appropriately completed) to the Fiscal Agent with respect to the Policy. The Indenture Trustee shall, immediately upon receipt, deposit in the Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if Account any such amounts (including Liquidation Proceeds and all amounts funds received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received Indenture Trustee in respect of funds drawn under the Policy from the Insurer. If the Available Funds (plus amounts withdrawn from the Pre-Funding Account or the Spread Account) for a Receivable as Payment Date are insufficient to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts pay to the extent of such unreimbursed Simple Interest Advance (and shall apply Class C Noteholders the amount retained amounts required pursuant to reimburse itself for such unreimbursed Simple Interest AdvanceSections 9.04(a)(v) and shall remit the balance of such amounts to the Collection Account; and(x) or Sections 5.06(a)(viii) and (ix), provided furtheras applicable, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of withdraw from the definition of Monthly Remittance Condition that would require daily remittance by the Servicer Class C Reserve Account, up to the Collection Account unless the Owner Trustee or the Indenture Trusteeamount on deposit in such account, as applicable, has received notice of an amount equal to such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer deficiency and promptly deposit such amount in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateAccount.

Collections. The Servicer (a) On each Remittance Date, the Collateral Agent shall remit determine by reference to the Monthly Debtor's Certificate, the Available Collections with respect to such Remittance Date and shall withdraw such amount from the Collection Account including amounts deposited in the Collection Account from the Yield Supplement Account pursuant to Section 2.5(e) and allocate and pay such amounts in the following order of priority: (i) to the Servicer, to repay Servicer Advances and then to the successor Servicer, to pay any and all amounts expenses relating to a Servicer Transfer then due and payable which have not been previously paid by or on behalf of the Debtor; (excludingii) if UAC or an Affiliate is not the Servicer, to the Servicer, an amount equal to the Servicing Fee; (iii) to the Agent, for the avoidance account of doubtthe Company or the Bank Investors an amount equal to Carrying Costs payable on such Remittance Date; (iv) to the Carrying Costs Account, any Supplemental Servicing Fees) received by an amount equal to interest accrued on the Servicer on or Related Commercial Paper through such Remittance Date net of all such amounts paid in respect of the Receivables Interest Component of Related Commercial Paper on the maturity date thereof on or prior to such Remittance Date; (v) to the Agent, for the account of the Company or the Bank Investors, an amount equal to the Targeted Monthly Principal Payment; (vi) to the Collateral Agent, for the account of the Hedge Counterparty, any amounts owed to the Hedge Counterparty under any Interest Rate Hedge, which have not previously been paid; (vii) if UAC or an Affiliate is the Servicer, to the Servicer, an amount equal to the Servicing Fee; (viii) provided no Surety Bond Provider Default shall have occurred and be continuing, to the Surety Bond Provider, the Unused Portion and the Premium Portion of the Surety Bond Premium, including Liquidation Proceeds any overdue Surety Bond Premiums and accrued interest thereon at the rate provided in the Insurance Agreement; (ix) to the Surety Bond Provider, the aggregate amount of any previously unreimbursed draws on the Surety Bond (plus any other amounts payable to the Surety Bond Provider under the Insurance Agreement, plus accrued interest thereon at the rate provided in the Insurance Agreement); (x) to the Collateral Agent or the Surety Bond Provider, the amount to be applied by the Collateral Agent or the Surety Bond Provider, as appropriate, to pay any and all amounts received Re-▇▇▇▇▇▇▇ Expenses then due and payable which have not been previously paid by or on behalf of the Servicer in connection with Debtor; (xi) after the repossession and sale occurrence of a Financed Vehicle Termination Event, to the Noteholder to reduce the Net Investment, until the Net Investment has been reduced to zero; (xii) to the Reserve Account, the amount necessary to increase the amount on deposit in the Reserve Account to the Required Reserve Account Balance; (xiii) to the Agent, for the account of the Persons entitled thereto, an amount equal to all other amounts owed under the Note Purchase Agreement; (xiv) to the Servicer, an amount equal to reimburse any Fee Advance then due and payable which has not been previously paid by or on behalf of the Debtor; and (xv) prior to the occurrence of a Termination Event, all remaining amounts shall be distributed to the Debtor. Following the occurrence of a Termination Event all remaining amounts will be held in the Collection Account and applied until all amounts owing to the Secured Parties under the Transaction Documents have been paid in full. (b) On any date that a tranche of Related Commercial Paper matures whether or not such date is a Remittance Date (each, an "Interest Payment Date"), the related Receivable has been classified Interest Component of matured or maturing Related Commercial Paper due and payable on such day shall be payable as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business interest on the second Business Day after Note ("Note Interest"). Accordingly, the Collateral Agent, acting upon notice from the Administrative Agent, shall withdraw such receipt; amount from funds on deposit in the Carrying Cost Account, to the extent of amounts on deposit therein, and remit such amount to the Agent for the account of the Company. To the extent that amounts withdrawn by the Collateral Agent from the Carrying Costs Account are insufficient to pay such costs, the Collateral Agent, acting upon notice from the Administrative Agent,shall withdraw the amount of such remaining shortfall from the Collection Account, to the extent of Collections on deposit therein, and remit such amount to the Agent for the account of the Company. To the extent that amounts withdrawn by the Agent, as specified above are insufficient to pay such costs, the Servicer, acting upon notice from the Administrative Agent, shall make an advance in an amount equal to such costs due and payable on such day (a "Servicer Advance") and remit to the Agent for the account of the Company, the amount of such advance provided, however, that the Servicer shall not be obligated to make any such advance except to the extent that the Servicer reasonably expects to be reimbursed for so long as such advance on a succeeding Remittance Date pursuant to Section 5.1(a)(i). To the extent that amounts advanced by the Servicer are insufficient to pay such costs and the Debtor fails to make a payment to the Collateral Agent on such day in the amount of such shortfall, the Collateral Agent shall withdraw the amount of such remaining shortfall from the Reserve Account, to the extent of amounts on deposit therein, and remit such amount to the Agent, for the account of the Company. To the extent that there remains a shortfall, the Agent shall make a demand for payment under the Surety Bond, in accordance with the terms thereof. Amounts required to be remitted pursuant to this Section 5.1(b) to the Agent or the Collateral Agent shall be remitted in immediately available funds to the Agent's account no later than 11:00 a.m., New York City time, on the date due. (c) If the Available Collections in respect of a Remittance Date are insufficient to pay the sum of the amounts to be distributed pursuant to clauses (i) CarMax is through (iii) of Section 5.1(a), the ServicerCollateral Agent shall withdraw the amount of such shortfall from the Reserve Account, to the extent of amounts on deposit therein, and apply such amount to the payment of the items described in clauses (i), (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) of Section 5.1(a), in that order of priority. (d) If on any Remittance Date, after giving effect to any withdrawals from the Rating Agency Condition Reserve Account pursuant to Section 5.1(c), there remains any shortfall in amounts available to pay the amounts to be distributed pursuant to clause (iii) of Section 5.1 (a), the Servicer, or any successor Servicer may make a Fee Advance in respect of the Liquidity Fee, and if the Servicer or any successor Servicer declines to make a Fee Advance with respect to any Liquidity Fee due thereunder, or after giving effect such Fee Advance, a shortfall remains, the Agent shall have been satisfied review the terms of the Surety Bond, and if a demand for payment may be made thereunder for any such shortfall, the Agent shall make a demand thereunder in accordance with the terms of the Surety Bond. (e) If on any Remittance Date, after giving effect to any withdrawals from the “Monthly Reserve Account pursuant to Section 5.1(c), the Net Investment exceeds the outstanding Principal Balance of the Eligible Receivables, the Collateral Agent shall withdraw the amount of such excess from the Reserve Account, to the extent of amount on deposit therein and distribute such amount as principal on the Note in reduction of the Net Investment. To the extent the Net Investment exceeds the outstanding Principal Balance of the Eligible Receivables after such withdrawal and distribution, the Agent shall review the terms of the Surety Bond, and if a demand for payment may be made thereunder with respect to principal for the amount by which the Net Investment exceeds the outstanding Principal Balance of the Eligible Receivables, the Agent shall make a demand thereunder in accordance with the terms of the Surety Bond. (f) If on any Remittance Condition”Date, after giving effect to any withdrawals from the Reserve Account pursuant to Section 5.1(c), there remains any shortfall in amounts available to pay the amount to be distributed in respect of the Unused Portion of the Surety Bond Premium pursuant to clause (viii) of Section 5.1(a), the Servicer or any successor Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of make a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Fee Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables Unused Portion of such Surety Bond Premium. (g) To the extent that the Collateral Agent shall receive any late fees, insufficient check charges and similar charges assessed against Obligors, the Collateral Agent shall remit such amounts to, or upon the order of the Servicer, if UAC, otherwise, the Debtor. Such amounts shall be so remitted by the Collateral Agent to the extent set forth in Section 4.4(b). The Owner Trustee and Servicer notwithstanding that a Termination Event shall have occurred. (h) In the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance an Interest Rate Hedge is entered into by the Servicer Debtor in compliance with Section 6.1(n), then in such event all amounts payable by the Hedge Counterparty to the Debtor shall be deposited directly into the Collection Account unless the Owner Trustee or the Indenture Trustee, and as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer any Remittance Date shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds comprise Interest Rate Hedge Receipts and all such amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified shall be treated as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateFinance Charge Collections hereunder.

Collections. The Servicer shall remit For purposes of the deposits to the Collection Account hereinafter provided for, the Servicer may, at its option, make net deposits such that the Servicer need not deposit the Transferor Collections, or any other amounts allocated to the Exchangeable Transferor Certificate into the Collection Account and in making such net deposits shall pay, or be deemed to pay, the Transferor Collections and such other amounts to the Holder of the Exchangeable Transferor Certificate. Obligors shall make payments on all amounts Coupon Contracts and the related Receivables to the Servicer who shall deposit all such payments, to the extent constituting either Collections or Transferor Collections on the Receivables, in the Collection Account no later than the third Business Day following the Date of Processing thereof, subject to the right of the Servicer to make net deposits as provided above. Prior to remitting all such Collections and Transferor Collections (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received as identified by the Servicer) to the Collection Account, the Servicer on or shall identify the amounts included within such payments from Obligors as constitute Additional Payments and, in respect accordance with subsection 2.1(h) of the Receivables (including Liquidation Proceeds Purchase Agreement, the Transferor hereby authorizes and all amounts received by directs the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; providedServicer, however, that for so long as (i) CarMax is BTFC shall be the Servicer, to retain all such Additional Payments for its own account (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided furtherprovided, that if any such amounts (including Liquidation Proceeds and all amounts received by BTFC shall not be the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest AdvanceServicer, the Servicer shall retain remit such Additional Payments to BTFC unless otherwise directed by the Transferor). From and after the Closing Date, the Servicer shall cause the payments on all EFT Contracts and the related Receivables to be remitted directly to an EFT Account. Unless the Servicer’s authority to deposit and withdraw amounts from the EFT Accounts shall have been revoked as described below, the Servicer shall have the right to transfer amounts remitted to each EFT Account to one or more concentration accounts maintained by BTFC in accordance with the extent Servicer’s customary and usual servicing and intercompany cash management procedures, pending the required deposit of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of any such amounts to the Collection Account; and, provided furtherprovided, however, that the Servicer shall, if it determines shall not have the right to transfer amounts from any EFT Account to any such concentration account (and hereby agrees that it has made an Unreimbursed shall not seek to transfer such amounts) on any Business Day on which the Transferor Interest, as reported in the Daily Report to be delivered by the Servicer Advanceon such Business Day (less any portion thereof attributable to the Available Subordination Amount for all Series then outstanding), retain amounts received on would be less than zero or a Pay-Out-Event (other than, in respect the case of the Receivables Amortization Period, a Pay-Out-Event described in clause (f) of Section 7 hereof) shall have occurred. The Servicer shall deposit or shall direct the Trustee to deposit all such payments, -15- to the extent set forth constituting either Collections or Transferor Collections on the Receivables, in Section 4.4(bthe Collection Account no later than the third Business Day following the Date of Processing thereof, subject to the right of the Servicer to make net deposits as provided above. Prior to depositing all such Collections and Transferor Collections (as identified by the Servicer) to the Collection Account, the Servicer shall identify the amounts included within such payments from Obligors as constitute Additional Payments and, in accordance with subsection 2.1(h) of the Purchase Agreement, the Transferor hereby authorizes and directs the Servicer, for so long as BTFC shall be the Servicer, to retain all such Additional Payments for its own account (provided, that if BTFC shall not be the Servicer, the Servicer shall remit such Additional Payments to BTFC unless otherwise directed by the Transferor). The Owner Trustee Notwithstanding the preceding sentence, BTFC, the Transferor and the Indenture Trustee each expressly acknowledges and agrees that (i) the Trustee shall immediately revoke all further authority of BTFC to withdraw any amounts from all EFT Accounts (in accordance with the procedures agreed upon with the institutions maintaining such EFT Accounts) upon the occurrence of a Pay-Out-Event (other than, in the case of the Amortization Period, a Pay-Out-Event described in clause (f) of Section 7 hereof) (unless and until such time as such revocation shall be waived by the Administrative Agent), but shall not revoke such authority unless and until such a Pay-Out-Event shall have occurred, and (ii) the Trustee shall have a continuing right to set off and apply all Additional Payments and all Transferor Collections, to the extent attributable to EFT Contracts and remitted at any time to any EFT Account, upon any failure by BTFC to timely remit Collections and Transferor Collections attributable to Coupon Contracts to the Collection Account as required in accordance with the preceding paragraph. In the event the Transferor issues other Series of Investor Certificates pursuant to the Agreement while the Series 2001-1 Certificates remain outstanding, each Series 2001-1 Certificateholder shall be deemed to have knowledge of acknowledged and agreed that, unless not required under the Supplement for any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance other Series, amounts realized by the Servicer Trustee in effecting any setoff against Additional Payments and Transferor Collections pursuant to the preceding sentence shall be deemed deposited in the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% lieu of the Note Balance Collections not remitted by BTFC, and shall be shared on a pari passu basis with the Certificateholders of other Series in a manner consistent with the allocation of Collections pursuant to the Agreement and the applicable Supplements otherwise in effect; provided, however, in no event shall amounts realized by the Trustee in effecting any such setoff be shared with the Holder of the Controlling Class or unless a Responsible Officer Exchangeable Transferor Certificate, and the Holder of the Owner Trustee Exchangeable Transferor Certificate shall have no right or entitlement thereto (without regard to the Indenture allocation of Collections pursuant to the Agreement and the applicable Supplements otherwise in effect), unless and until all amounts owing to Investor Certificateholders in respect of Investor Certificates shall have been paid in full (or amounts sufficient to make such payments in full shall have been deposited with the Trustee, as applicable, has actual knowledge of such event or circumstance). The Servicer shall remit allocate such Collections and Transferor Collections to each Series of Investor Certificates and to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV and shall cause the Trustee to withdraw the required amounts from the Collection Account or pay such amounts to the Holder of the Exchangeable Transferor Certificate in -16- accordance with this Article IV. Pursuant to subsection 3.1(b), the Servicer shall have the power, revocable by the Trustee upon the occurrence of a Servicer Default pursuant to Section 10.1 or upon the occurrence of a Pay-Out-Event, to instruct the Trustee in writing pursuant to the Daily Report or otherwise to instruct the Trustee to make withdrawals and payments from the Collection Account, the Distribution Account, the Excess Funding Account and the Reserve Fund for the purpose of carrying out the Servicer’s or the Trustee’s duties hereunder. The Servicer shall make deposits or payments on the Closing Date all amounts received dates indicated herein by wire transfer or as otherwise provided in the Servicer on or in Supplement for any Series of Certificates with respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datesuch Series.

Collections. (a) The Servicer Trustee shall remit deposit to the Collection Account all Net Proceeds it receives from the Issuer daily, on the day on which such amounts are received. The Issuer may arrange for daily automated clearing house (excluding"ACH") debit pursuant to which all Net Proceeds are automatically transferred to the Collection Account or to the "Funding Account" (the "Funding Account") maintained by The Chase Manhattan Bank, as agent for the avoidance REMIC Servicer, pursuant to that certain P&I Advance Disbursement and Purchase Administration Agreement, of doubteven date herewith, any Supplemental Servicing Feesamong OAC, the Issuer, the Trustee and The Chase Manhattan Bank, as OAC's agent, from the Certificate Accounts maintained pursuant to the REMIC Pooling Agreements. In the event Net Proceeds are transferred to the Funding Account, the REMIC Servicer hereby authorizes and directs the Trustee to withdraw such Net Proceeds from the Funding Account and deposit them into the Collection Account. (b) received by On each Payment Date, the Servicer Trustee shall transfer from the Collection Account to the Note Payment Account all Available Funds on deposit in the Collection Account. Other than as specifically contemplated pursuant to Section 4.03, the REMIC Servicer, the Issuer, the Verification Agent or the Trustee shall not remit to the Note Payment Account, and each shall take all reasonable actions to prevent other Persons from remitting to the Note Payment Account, amounts which do not constitute payments, collections or recoveries received, made or realized in respect of the Receivables (including Liquidation Proceeds and all amounts received or the initial cash deposited by the Servicer in connection Noteholders with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business Trustee on the second Business Day after such receipt; providedClosing Date, however, that for so long as (i) CarMax is and the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) Trustee will return to the Rating Agency Condition shall have been satisfied (Issuer or the “Monthly Remittance Condition”), the REMIC Servicer may remit any such amounts received during any Collection Period upon receiving written evidence reasonably satisfactory to the Collection Account in immediately available funds on Trustee that such amounts are not a part of the Trust Estate. (c) On each Business Day preceding on which the Distribution Date following such Collection Period (it being understood that Trustee receives a remittance of Net Proceeds from the Monthly Remittance Condition has not been satisfied as of Issuer or withdraws Net Proceeds from the Closing Date); provided furtherFunding Account, that if any the Trustee shall deposit such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to into the Collection Account; and, provided further, that . On any Business Day during the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received Funding Period on or which the Issuer wishes to receive a payment in respect of the Receivables Transferor Interest, the Issuer shall deliver, or cause to be delivered, to the Trustee and the Initial Noteholders a report demonstrating the Issuer's right to receive such payment (a "Transferor Interest Payment Report"), demonstrating that the Collateral Requirement is satisfied on such date, and stating the amount of the Transferor Interest as of such date, the amount of funds on deposit in the Collection Account on such date, the amount of the Required Expense Reserve for the next upcoming Payment Date, and the amount to be paid to the Issuer pursuant to this Section 4.02(c). The Trustee shall be entitled to rely conclusively on any such Transferor Interest Payment Report. The Transferor Interest Payment Report on any Funding Date may be part of the related Funding Date Report, and no report separate from the Funding Date Report shall be required for a Transferor Interest payment that is to be made on a Funding Date. If the Collateral Requirement is satisfied, then the Trustee shall withdraw from the Collection Account, and shall remit to the Issuer, cash in an amount equal to the lesser of (1) the amount of the Transferor Interest and (2) the amount by which (x) funds on deposit in the Collection Account exceed (y) the amount of the Required Expense Reserve for the next upcoming Payment Date. For purposes of this Section 4.02(c), to the extent set forth in Section 4.4(b). The Owner the Trustee and receives Net Proceeds from the Indenture Trustee Issuer later than 2:00 PM Eastern time on a Business Day, such funds shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has been received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by following Business Day. Notwithstanding the Servicer on or foregoing, no payment in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) Transferor Interest shall be made during the period from but excluding the Cutoff end of a Collection Period through the Payment Date to and including occurring in the second Business Day preceding the Closing Datefollowing month.

Collections. (a) The Servicer shall remit to establish the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Subcollection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as name of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) for the benefit of the definition of Monthly Remittance Condition that would require daily remittance by Certificateholders and the Servicer to the Collection Noteholders. The Subcollection Account unless the Owner Trustee or shall be an Eligible Account and shall initially be established with the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit directly to the Subcollection Account without deposit into any intervening account all payments by or on behalf of the Obligors on the Receivables and all Liquidation Proceeds received by the Servicer, in each case, as soon as practicable, but in no event later than the Business Day after receipt thereof. Within two days of deposit of payments into the Subcollection Account, the Indenture Trustee shall transfer all amounts credited to the Subcollection Account on account of such payments to the Collection Account. Amounts in the Subcollection Account on shall not be invested. (b) On each Deposit Date related to a Distribution Date (i) prior to the Closing Purchase Termination Date and (ii) so long as the Facility Balance is less than or equal to the Facility Limit, all amounts received on deposit in the Collection Account allocable to the Noteholders' Principal Distributable Amount and the Certificateholders' Principal Distributable Amount shall be deposited into the Principal Funding Account. On each Deposit Date preceding a Distribution Date on or after the occurrence of the Purchase Termination Date, amounts on deposit in the Principal Funding Account shall be deposited into the Note Distribution Account or the Certificate Distribution Account, as Collections and applied in accordance with Section 4.6 hereof. On each Deposit Date preceding a Distribution Date on which the Facility Balance would exceed the Facility Limit (after giving effect to a reduction thereof requested by the Servicer Seller) (provided that a Purchase Termination Date shall not have been declared pursuant to Section 2.1(c)(2)), amounts on or deposit in the Principal Funding Account equal to such excess shall be deposited into the Note Distribution Account as Collections and applied in accordance with Section 4.6 hereof. Notwithstanding the foregoing, if on any Determination Date the amount on deposit in the Principal Funding Account exceeds the aggregate Purchase Price with respect to Receivables to be purchased during the remainder of the Receivables (including Liquidation Proceeds and all amounts received Monthly Period during which such Determination Date occurs, as determined by the Servicer in connection its sole discretion (the amount of such excess, the "Principal Funding Excess Amount"), an amount equal to the Principal Funding Excess Amount shall be deposited into the Note Distribution Account and the Certificate Distribution Account, as applicable, and applied in accordance with Section 4.6 hereof. (c) Notwithstanding the repossession and sale provisions of subsection (a) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Financed Vehicle (whether Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer or not the Lockbox Bank to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Receivable has been classified Distribution Date pursuant to Section 4.6(iii) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee as a Defaulted Receivable)) during may be necessary in the period from but excluding opinion of the Cutoff Date Indenture Trustee to and including verify the second Business Day preceding the Closing Dateaccuracy of such certification.

Collections. The Servicer shall remit All payments by Borrower to Lender with respect to the Collection Accounts and other Collateral shall be forwarded by Borrower to the Collections Account, provided that Borrower shall establish a lockbox under the control of Lender to which all Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding Debtors shall be directed to forward payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination Accounts. Lender shall have occurred the right, at any time and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not an Event of Default exists, to contact directly any or all Account Debtors to ensure that payments on the related Receivable has been classified as a Defaulted Receivable)) Accounts are received in respect of a Receivable as directed to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts Lender or to the extent lockbox. To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. All payment items received by Borrower with respect to the Accounts and other Collateral shall be held by Borrower, as trustee of an express trust, for Lender’s benefit and shall not be commingled with Borrower’s other funds and shall be deposited promptly by Borrower to the Collections Account. All such payment items shall be the exclusive property of Lender upon the earlier of the receipt thereof by Lender or by Borrower. Borrower hereby grants to Lender a Lien upon all items and balances held in any lockbox and the Collections Account as security for the payment of the Obligations, in addition to and cumulative with the general security interest in all other assets of Borrower (including all Deposit Accounts) as provided elsewhere in this Agreement or any other Loan Document. Lender shall be entitled to apply immediately to the Obligations any wire transfer, check or other item of payment received by Lender, but interest shall continue accruing on the amount of such unreimbursed Simple Interest Advance (and shall apply wire transfer, check or other payment item for the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance number of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent collection days set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) Item 11 of the definition of Monthly Remittance Condition Terms Schedule after the date that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice proceeds of such event wire transfer, check or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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 Trusteeother payment item become good, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datecollected funds.

Collections. The (a) Each Servicer shall remit have instructed all Obligors to the Collection Account make all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to a Lockbox or a Lockbox Account. Each of the extent set forth Company and each Servicer represents, warrants and agrees that all Collections shall be collected, processed and deposited by it pursuant to, and in Section 4.4(baccordance with the terms of, the Pooling and Servicing Agreements. Without limiting the generality of the foregoing, the Master Servicer shall comply with the provisions of subsection 3.01(d) of the Pooling Agreement as to remittance of funds available in any Lockbox Account. In the event that any payments in respect of any Receivable are made directly to a Servicer (including any employees thereof or independent contractors employed thereby). The Owner Trustee , such Servicer shall, within two Business Days of receipt thereof, deliver (which may be via regular mail) or deposit such amounts to a Lockbox, a Lockbox Account or the Collection Account and, prior to forwarding such amounts, such Servicer shall hold such payments in trust as custodian for the Company and the Indenture Trustee Trustee. (b) Each Lockbox Agreement shall not be deemed provide that the Lockbox Processor thereunder is irrevocably directed, and such Lockbox Processor irrevocably agrees, (i) to have knowledge of any event or circumstance under clauses deposit funds received in the Lockbox directly into the Lockbox Account and (ii) or (iii) to transfer all available funds on deposit in the Lockbox Account within one Business Day of the definition Business Day Received to the Trustee for deposit in the Collection Account. Each Lockbox Agreement shall be substantially in the form specified in the Pooling Agreement, subject to modifications thereof as provided in the Pooling Agreement and applicable Supplements. Prior to any resignation of Monthly Remittance Condition that would require daily remittance the Lockbox Processor or termination of the Lockbox Processor by the Company or the Trustee with respect to any Receivables, each Servicer hereby agrees (to the extent that it is a Responsible Servicer with respect to such Receivables) to obtain a replacement Lockbox Processor. Upon satisfaction of the Rating Agency Condition, a Servicer may enter into any amendments or modifications of a Lockbox Agreement that such Servicer reasonably deems necessary to conform such Lockbox Agreement to the cash management system of the Company or the Responsible Servicer. (c) The Trustee shall administer amounts on deposit in the Collection Account in accordance with the terms of the Pooling and Servicing Agreements. Each of the Company, the Master Servicer and each Servicer acknowledges and agrees that (i) it shall not have any right to withdraw any funds on deposit in the Collection Account or any Lockbox Account and (ii) all amounts deposited in the Collection Account or any Lockbox Account shall be under the sole dominion and control of the Trustee (subject to the Master Servicer's or Servicer's rights to direct the application of any such amounts as provided by the terms of the Pooling and Servicing Agreements). (d) As soon as practicable, but in any event not later than the Business Day following the date that a Servicer identifies any of the collected funds received in the Collection Account as funds that do not constitute Collections on account of the Receivables, such moneys that do not constitute such Collections shall be remitted to the Master Servicer and then by the Master Servicer to the Collection Account appropriate Seller. (e) Unless otherwise required by law or unless an Obligor designates that a payment be applied to a specific Receivable, all Collections received from an Obligor shall be applied to the Owner Trustee or the Indenture Trustee, as applicable, has received notice oldest Receivables of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateObligor.

Collections. The Servicer shall remit For purposes of the deposits to the Collection Account hereinafter provided for, the Servicer may, at its option, make net deposits such that the Servicer need not deposit the Transferor Collections, or any other amounts allocated to the Exchangeable Transferor Certificate into the Collection Account unless otherwise provided in any Supplement, and if making such net deposits shall pay, or be deemed to pay, the Transferor Collections and such other amounts to the Holder of the Exchangeable Transferor Certificate. Obligors shall be directed to make payments on the Receivables to the Servicer who shall deposit all amounts such payments, to the extent constituting either Collections or Transferor Collections on the Receivables, in the Collection Account no later than the third Business Day following the Date of Processing thereof, subject to the right of the Servicer to make net deposits as provided above. Prior to remitting all such Collections and Transferor Collections (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received as identified by the Servicer) to the Collection Account, the Servicer on or shall identify the amounts included within such payments from Obligors as constitute Released Amounts and, in respect accordance with subsection 2.1(h) of the Receivables (including Liquidation Proceeds Purchase Agreement, the Transferor hereby authorizes and all amounts received by directs the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; providedServicer, however, that for so long as (i) CarMax is BTFC shall be the Servicer, to retain all such Released Amounts for its own account (ii) no Event provided, that if BTFC shall not be the Servicer, the Servicer shall remit such Released Amounts to BTFC unless otherwise directed by the Transferor). The Servicer shall allocate such Collections and Transferor Collections to each Series of Servicing Termination Investor Certificates and to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV and shall have occurred and be continuing and (iii) cause the Rating Agency Condition shall have been satisfied (Trustee to withdraw the “Monthly Remittance Condition”required amounts from the Collection Account or pay such amounts to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV. Pursuant to authority granted to it pursuant to subsection 3.1(b), the Servicer may remit any shall have the power, revocable by the Trustee, to withdraw or pay, or to instruct the Trustee to withdraw or pay, such amounts received during any Collection Period to for the Collection Account in immediately available funds on purpose of carrying out the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee Servicer's or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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's duties hereunder. The Servicer shall remit to the Collection Account make such deposits or payments on the Closing Date all amounts received date indicated herein by wire transfer or as otherwise provided in the Servicer on or in Supplement for any Series of Certificates with respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datesuch Series.

Collections. The (a) In the event that an Originator believes that funds which are not Collections of Transferred Assets have been deposited into an account of the Purchaser or the Purchaser's assignee, such Originator shall notify the Servicer who shall remit so advise the Purchaser and, on the Business Day following such identification, the Purchaser shall remit, or shall cause to be remitted, all funds so deposited which are identified to the Collection Account all amounts Purchaser's satisfaction to the applicable Originator. (excludingb) On each Settlement Date, for the avoidance of doubtPurchaser shall pay to the applicable Originator accrued interest on the Subordinated Loan and the Purchaser may, any Supplemental Servicing Fees) received by the Servicer on at its option, prepay in whole or in respect part the principal amount of the Receivables Subordinated Loan; provided that each such payment shall be made solely from (including Liquidation Proceeds i) Collections of Transferred Assets after all other amounts then due from the Purchaser under the Secondary Purchase Agreement and from the Borrower under the Financing Agreement have been paid in full and all amounts received then required to be set aside by the Purchaser under the Secondary Purchase Agreement and by the Borrower or the Servicer in connection with under the repossession Financing Agreement have been so set aside and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) excess cash flow from operations of the Purchaser which is not required to be applied to the payment of other obligations of the Purchaser under the Secondary Purchase Agreement; and provided further, that no such payment shall be made at any time when an Event of Servicing Termination shall have occurred and be continuing continuing. At such time following the Facility Termination Date and (iii) the Rating Agency Condition RFA Final Payment Date when all amounts owed by the Purchaser under the Secondary Purchase Agreement shall have been satisfied (the “Monthly Remittance Condition”)paid in full, the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds Purchaser shall apply, on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as each Settlement Date, all other Collections of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts Transferred Assets received by the Servicer Purchaser and not previously distributed first to the payment of accrued interest on the Subordinated Loan, and then to the reduction of the principal amount of the Subordinated Loan. (c) If on any day any Transferred Asset becomes (in connection with the repossession and sale of whole or in part) a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Diluted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer Originator which originated such Transferred Asset shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the received on such day a Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from Transferred Asset in the Depositor or the Servicer in an Officer’s Certificate or written notice amount of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.Diluted

Collections. The Master Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Master Servicer on or in respect of the Receivables (including Net Liquidation Proceeds and all amounts received by the Master Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Monthly Remittance Condition shall have been satisfied (the “Monthly Remittance Condition”)be satisfied, the Master Servicer may remit any all such amounts received on or in respect of the Receivables during any Collection Period to the Collection Account in immediately available funds on or prior to the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as related Deposit Date. As of the Closing Date); provided further, the Master Servicer shall make remittances to the Collection Account on a monthly basis. Neither Trustee shall be deemed to have knowledge of any event or circumstance under clause (i) or (ii) of the definition of the term "Monthly Remittance Condition" that if any would require daily remittances by the Master Servicer to the Collection Account unless such Trustee has received notice of such event or circumstance from the Depositor or the Master Servicer in an Officer's Certificate or from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or a Responsible Officer of such Trustee has actual knowledge of such event or circumstance. If the Master Servicer shall fail to satisfy the Monthly Remittance Condition, the Master Servicer shall remit to the Collection Account on or prior to the Closing Date all amounts received by the Master Servicer on or in respect of the Receivables (including Net Liquidation Proceeds and all amounts received by the Master Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as during the period from but excluding the Initial Cutoff Date to which there is an unreimbursed Simple Interest Advanceand including the second Business Day preceding the Closing Date. If the Master Servicer shall satisfy the Monthly Remittance Condition, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Master Servicer shall remit to the Collection Account on or prior to the Closing related Deposit Date for the initial Collection Period, all amounts received by the Master Servicer on or in respect of the Receivables (including Net Liquidation Proceeds and all amounts received by the Master Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding last day of the Closing Dateinitial Collection Period.

Collections. The Servicer shall remit Instruct all Approved Obligors to the Collection Account cause all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Collections with respect to Purchased Receivables) as soon as practicable and in no event after Receivables to be deposited directly with the close of business on the second Business Day after such receipt; provided, however, that for so long as appropriate Lock-Box Bank(s). (i) CarMax is Repurchase of Nonperforming Receivables. Seller hereby covenants and agrees to repurchase from Purchaser each Nonperforming Receivable within 15 calendar days of its becoming a Nonperforming Receivable ("Repurchase Date"), but in any event before the Servicer, Completion of the applicable Pool at the "Repurchase Amount". The Repurchase Amount as to any Nonperforming Receivable shall be equal to the sum of (i) the amount of the Initial Installment for such Nonperforming Receivable (calculated without giving effect to any adjustments made to the Initial Installment under any provision of this Agreement); plus (ii) no Event the amortized portion of Servicing Termination shall have occurred and be continuing and the Discount Fee for such Nonperforming Receivable (calculated as if such Nonperforming Receivable were paid on the date of repurchase); plus (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period an amount equal to the Collection Account difference between the amounts described in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period clauses (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advancei) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or and the Aggregate Amount of such Nonperforming Receivable, provided that the aggregate amount of the portion of the Repurchase Amount described in clauses (i) and (ii) shall be reduced by any Collections received and paid to Purchaser with respect to such Nonperforming Receivable. The portion of the Repurchase Amount described in clause (iii) above shall be paid by offsetting such amount against the Balance Payment due for the Pool that includes such Nonperforming Receivable as provided in clause (4) of the definition of Monthly Remittance Condition that would require daily remittance Balance Payment. The portion of the Repurchase Amount described in clauses (i) and (ii) shall be paid, at the election of Seller, in one of the following ways, or in any combination thereof (and in each case on or prior to the applicable Repurchase Date): (A) an offset to the Initial Installment of the next Pool to be purchased (such offset to be in the amount of such portion of the Repurchase Amount) if, and only if, by the Servicer time a Purchased Receivable becomes a Nonperforming Receivable Seller has determined there will be a sale of another Pool the Initial Installment of which (after taking in account any adjustment thereto under Section 2.01(d) hereof) is at least equal to such portion of the Repurchase Amount to be offset and such sale actually takes place on or before the Repurchase Date; or (B) a cash payment from Seller to Purchaser; or (C) transfer to Purchaser of Eligible Receivables from an Approved Obligor so as to preserve the economics of the transactions anticipated by the parties hereto; or (D) to the Collection Account unless extent possible, an offset to the Owner Trustee or the Indenture Trustee, Balance Payment then due and payable by Purchaser to Seller as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer provided in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% clause (6) of the Note definition of Balance Payment. If Seller fails to specify its choice in the notice given to Purchaser under Section 5.02(d), clause (D) above shall apply. If the portion of the Controlling Class or unless a Responsible Officer Repurchase Amount described in clause (i) and (ii) exceeds the amount of Balance Payment then due and payable by Purchaser to Seller and available under clause (6) of the Owner Trustee or definition of Balance Payment and Seller does not effect the Indenture Trusteepayment of the Repurchase Amount by the Repurchase Date through one of the other alternatives provided above, as applicable, has actual knowledge such excess amount shall automatically be deemed to be a Revolving Loan under Tranche A of such event or circumstance. The Servicer shall remit the Revolving Loan Commitment pursuant to the Collection Account Credit Agreement, without notice on the Closing date the Nonperforming Receivable is required to be repurchased. On and after the Termination Date all amounts received by the Servicer on or payments referred to in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer this Section 5.01(i) shall be made in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datecash.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all amounts (excluding, for payments by or on behalf of the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in Obligors with respect of to the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to other than Purchased Receivables) and all Liquidation Proceeds, both as soon as practicable and in no event after collected during the close of business on Monthly Period less any payments owed thereon to the second Business Day after such receipt; providedServicer. Notwithstanding the foregoing, however, that for so long as (i) CarMax is Franklin Capital Corporation remains the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing continuing, (iii) there exists no Insurer Default and the Security Insurer has furnished its prior written consent and (iiiiv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the “Monthly Remittance Condition”Rating Agencies in connection therewith are complied with), the Servicer may remit any such amounts received during any Collection Period collections with respect to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit calendar month to the Collection Account on the Closing Determination Date all immediately preceding the related Distribution Date. For purposes of this Article V the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. (b) The Servicer will be entitled to be reimbursed from amounts received on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on or the related Distribution Date pursuant to Section 5.6(b)(ii) upon certification by the Servicer of such amounts and the provision of such information to the Trustee and the Security Insurer as may be necessary in the opinion of the Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to Section 5.2(b), the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following receipt of which the Trustee shall not make a distribution to the Servicer in respect of the Receivables (including Liquidation Proceeds and all amounts received by such amount pursuant to Section 5.6, or if the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable prior thereto has been classified as a Defaulted Receivable)) during reimbursed pursuant to Section 5.6 or Section 5.9, the period Trustee shall withhold such amounts from but excluding amounts otherwise distributable to the Cutoff Date to and including Servicer on the second Business Day preceding the Closing next succeeding Distribution Date.

Collections. The Servicer (a) On each Remittance Date, the Collateral Agent shall remit determine by reference to the Monthly Debtor's Certificate the Available Collections for the prior Collection Period and shall withdraw such amount from the Collection Account and allocate and pay such amount in the following order of priority; (i) to the Reserve Account to repay Reserve Advances; (ii) to pay to the Collateral Agent all fees and expenses due pursuant to Section 7.2(a) hereof; (iii) first, to the Noteholder, an amount equal to Carrying Costs (net of all amounts (excluding, paid by a Reserve Advance in respect thereof during the related Collection Period) for the avoidance related Collection Period and then to pay the servicing fee due to any successor Servicer; (iv) to the Noteholder, to pay the Targeted Monthly Principal Payment; (v) prior to the occurrence of doubta Termination Event, any Supplemental Servicing Feesto the Reserve Account, the amount necessary to increase the amount on deposit in the Reserve Account to the Required Reserve Account Balance; (vi) received to the Collateral Agent, FIRST, the amount to be applied by the Servicer Collateral Agent to pay any and all Re-▇▇▇▇▇▇▇ Expenses then due and payable which have not been previously paid by or on or in respect behalf of the Receivables (including Liquidation Proceeds Debtor, and SECOND, all amounts received by due the Servicer in connection Collateral Agent pursuant to Section 7.2(b) hereof; (vii) after the occurrence of a Termination Event, the remainder to the Noteholder to reduce the Net Investment; (viii) to the Noteholder or any other appropriate party, an amount equal to any other amounts owed thereto under the Note Purchase Agreement (other than amounts due under the Note, with the repossession exception of costs incurred in the enforcement of the Note), other amounts due thereto under this Agreement, and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments unreimbursed Carrying Costs with respect to Purchased Receivablesprior Collection Periods; and (ix) as soon as practicable and unless an Incipient Coverage Shortfall exists, all remaining amounts shall be distributed by the Collateral Agent to a bank account designated by the Debtor for further distribution; if an Incipient Coverage Shortfall exists, then all remaining amounts shall be retained in no the Collection Account until the next Remittance Date, on which date such amounts shall constitute funds available for application pursuant to this Section 5.1(a). (b) In the event after the close of business that, on the second any Business Day after such receipt; providedon which any Commercial Paper Notes mature (the "MATURED CP") other than a Remittance Date, however, that for so long as the sum of (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer deposit in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on such date and (ii) the Closing aggregate amounts paid to the Noteholder on any prior Remittance Date all amounts received by the Servicer on or representing Carrying Costs in respect of such Matured CP is less than the Receivables Interest Component of such Matured CP (including Liquidation Proceeds such difference being the "MATURED CP SHORTFALL"), then the Deal Agent shall make an advance from the Reserve Account in an amount equal to such Matured CP Shortfall (a "RESERVE ADVANCE") and all amounts received by pay to the Servicer in connection with Company the repossession and sale amount of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.such

Collections. (a) The Servicer shall remit within two (2) ----------- Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Liquidation Proceeds, both as collected during the Collection Period less any payments owed thereon to the Servicer. For purposes of this Article V, the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. (b) The Servicer will be entitled to be reimbursed from amounts (excluding, on deposit in the Collection Account with respect to a Collection Period for amounts previously deposited in the avoidance of doubt, any Supplemental Servicing Fees) received Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received related Payment Date pursuant to Section 5.6(b)(ii) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Insurer as may be necessary in connection with the repossession and sale opinion of a Financed Vehicle (whether or the Insurer to verify the accuracy of such certification. In the event that the Insurer has not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect received evidence satisfactory to Purchased Receivables) as soon as practicable and in no event after the close it of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer's entitlement to reimbursement pursuant to Section 5.2(b), the Insurer (ii) no Event of Servicing Termination unless an Insurer Default shall have occurred and be continuing and (iiicontinuing) shall give the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any Indenture Trustee notice to such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date effect following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as receipt of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed make a distribution to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice respect of such event amount pursuant to Section 5.6, or circumstance from if the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class Servicer prior thereto has been reimbursed pursuant to Section 5.6 or unless a Responsible Officer of the Owner Trustee or Section 5.9, the Indenture Trustee, as applicable, has actual knowledge of Trustee shall withhold such event or circumstance. The Servicer shall remit amounts from amounts otherwise distributable to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect the next succeeding Payment Date. (c) If at any time the percentage of Obligors using the automated payment option, which percentage shall be the equivalent of a fraction, the numerator of which is the aggregate Principal Balance of such Obligors' Receivables calculated as of the Receivables (including Liquidation Proceeds last day of the immediately preceding Collection Period and all amounts received by the denominator of which is the Aggregate Principal Balance calculated as of the last day of the immediately preceding Collection Period, is below 75%, then the Servicer in connection with shall cause all payments by or on behalf of the repossession and sale of Obligors that are not using the automated payment option to be deposited into a Financed Vehicle (whether or not the related Receivable has been classified as lockbox account established at a Defaulted Receivable)) during the period from but excluding the Cutoff Date depository institution acceptable to and including the second Business Day preceding the Closing DateInsurer.

Collections. The Servicer Custodian shall remit exercise reasonable care and diligence to (a) collect amounts due and payable to each such Fund with respect to portfolio securities and other Assets; (b) promptly credit to the Collection Account account of each such Fund all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received income and other payments relating to portfolio securities and other Assets held by the Servicer on Custodian hereunder upon Custodian's receipt of such income or payments or as otherwise agreed in respect of the Receivables (including Liquidation Proceeds and all amounts received writing by the Servicer Custodian and each such Fund; (c) promptly endorse and deliver any instruments required to effect such collection; and (d) promptly execute ownership and other certificates and affidavits for all federal, state, local and foreign tax purposes in connection with receipt of income or other payments with respect to portfolio securities and other Assets, or in connection with the repossession and sale transfer of a Financed Vehicle (whether such securities or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receiptother Assets; provided, however, that for so long as (i) CarMax is the Servicerwith respect to portfolio securities registered in so-called street name, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”)or physical securities with variable interest rates, the Servicer Custodian shall use its best efforts to collect amounts due and payable to each such Fund. The Custodian shall promptly notify a Fund in writing by facsimile transmission or in such other manner as such Fund and Custodian may remit any such amounts received during any Collection Period to the Collection Account agree in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that writing if any amount payable with respect to portfolio securities or other Assets of such amounts (including Liquidation Proceeds and all amounts Fund is not received by the Servicer Custodian when due. In the event the Custodian has not exercised reasonable care and diligence, it shall advance to the appropriate Fund any amounts with respect to which reasonable care and diligence was not exercised. With respect to the collection of amounts due and payable on foreign securities and of foreign tax reclaims, reasonable care and diligence shall include: the pursuit of past due items or the filing of tax reclaim documentation within five (5) business days of the day on which the payment became due or the day on which the payment giving rise to the tax reclaim was made, as the case may be; maintaining detailed records of actions taken in connection with the repossession such collections and/reclaims; setting an expected receipt date based on collection experience and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable country practice; inquiring as to which there is an unreimbursed Simple Interest Advance, status at least weekly; and individual supervisory review of items more than fifteen (15) business days past the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b)expected receipt date. The Owner Trustee and the Indenture Trustee Custodian shall not be deemed responsible for the collection of amounts due and payable with respect to have knowledge of any event portfolio securities or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition other Assets that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer are in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datedefault.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit to the Collection Deposit Account all amounts (excluding, for payments by or on behalf of the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in Obligors with respect of to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds and all amounts received by collected during the related Collection Period, prior to 11:00 A.M. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer in connection with shall remit to the repossession and sale Deposit Account all payments by or on behalf of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Obligors with respect to the Receivables (other than Purchased ReceivablesReceivables and not including Fixed Value Payments) and all Liquidation Proceeds within two Business Days of receipt thereof. The commingling conditions are as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as follows: (i) CarMax is DCFS must be the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing and (iii) (x) DaimlerChrysler North America Holding Corporation must maintain a short-term rating of at least "P-1" by Moody's and "A-1" by Standard & Poor's or (y) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the “Monthly Remittance Condition”Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the contrary, so long as DCFS is the Servicer, DCFS may withhold from the deposit into the Deposit Account any amounts indicated on the related Servicer's Certificate as being due and payable to DCFS or the Seller and pay such amounts directly to DCFS or the Seller, as applicable. For purposes of this Article V, the phrase "payments 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 shall make daily remittance of collections to the Deposit Account within two Business Days of receipt thereof; provided, however, daily remittance may commence no later than five Business Days following a reduction of DaimlerChrysler North America Holding Corporation's short-term ratings below "P-1" by Moody's or "A-1" by Standard & Poor's. In addition, if the Servicer is required to make daily remittance of collections into the Deposit Account, the Servicer may remit any such amounts received during any Collection Period with respect to all interest payments by or on behalf of the Obligors with respect to the Collection Account in immediately available funds Receivables (other than Purchased Receivables and not including Fixed Value Payments): (i) calculate the amount of such interest payments collected each day on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as basis of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note aggregate Principal 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (other than Purchased Receivables and not including Liquidation Proceeds Fixed Value Payments) at the start of the applicable Collection Period, the weighted average APR of such Receivables and all the number of calendar days in that Collection Period divided by 360 and (ii) deposit such calculated daily interest amounts received by to the Deposit Account within the applicable time frame required pursuant to this Section 5.02. In the event that the sum of the daily interest amounts so calculated for a Collection Period exceeds the amount of actual interest payments for that Collection Period, the Indenture Trustee shall, at the written direction of the Servicer, release such excess to the Servicer (or its designee). For the avoidance of doubt, the Servicer is not required to calculate the amount of interest payments in connection the manner provided in the two immediately preceding sentences and may, upon provision to the Indenture Trustee of written notice thereof, change its procedures so that it deposits the actual amount of interest payments made by or on behalf of the Obligors with respect to the repossession Receivables (other than Purchased Receivables and sale of a Financed Vehicle (whether or not including Fixed Value Payments) into the related Receivable has been classified as a Defaulted Receivable)) during Deposit Account within the period from but excluding the Cutoff Date applicable time frame required pursuant to and including the second Business Day preceding the Closing Datethis Section 5.02.

Collections. The TRANSFERS TO PAYAHEAD ACCOUNT; REALIZATION UPON POLICY; NET DEPOSITS; TRANSFERS TO PAYMENT ACCOUNT. (a) Subject to the last sentence of this Section 4.02(a), the Servicer shall remit or credit all payments on a daily basis, within two Business Days of receipt, by or on behalf of Obligors on the Contracts, and all Net Liquidation Proceeds and Net Insurance Proceeds and other monies as required to the Collection Account. Prior to the Servicer Report Date, amounts with respect to Precomputed Contracts which are otherwise required to be deposited in or credited to the Collection Account all pursuant to the immediately preceding sentence shall instead be deposited in or credited to the Payahead Account to the extent that such amounts (excludingare installments of Monthly P&I which are due in a Collection Period relating to a Distribution Date subsequent to the Distribution Date immediately succeeding the date of receipt. The Servicer or the Seller, for as the avoidance of doubtcase may be, any Supplemental Servicing Fees) received each shall remit or credit to the Collection Account each Purchase Amount to be remitted by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments it with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds Contracts on the 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 (ii) 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 Policy Claim Amount, if any, which exists with respect to the related Distribution Date following and submit a Distribution Date Statement pursuant to Section 3.09. (c) The Indenture Trustee shall, no later than 12:00 p.m., New York City time, on the third Business Day prior to each Distribution Date (based solely on the information contained in the -55- 60 Distribution Date Statement, delivered on the applicable Servicer Report Date), make a claim under the Policy for the Policy Claim Amount, if any, for such Collection Period Distribution Date by delivering to the Fiscal Agent, with a copy to the Insurer, the Trust Agent and the Servicer, by hand delivery, telex or facsimile transmission, a written notice (it being understood that a "DEFICIENCY NOTICE") specifying the Monthly Remittance Condition has not been satisfied as Policy Claim Amount, if any, for such Distribution Date, separately identifying the amount of the Closing Date); provided further, that if Policy Claim Amount payable in respect of each Class of Notes. Each Deficiency Notice shall direct the Insurer to remit such Policy Claim Amount to the Indenture Trustee for deposit in the Payment Account. In making any such amounts (including Liquidation Proceeds claim, the Indenture Trustee shall comply with all the terms and all conditions of the Policy. Upon receipt of the Policy Claim 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 Servicer Indenture Trustee under the Policy that represent Preference Amounts shall be paid, in connection accordance with the repossession and sale Policy, to the applicable Noteholder(s). (d) So long as Onyx is the Servicer, the Servicer may make deposits in or credits to the Collection Account net of a Financed Vehicle (whether or not amounts to be paid to the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest AdvanceServicer under this Agreement. Notwithstanding the foregoing, the Servicer shall retain maintain the records and accounts for such amounts deposits and credits on a gross basis. (e) On the Business Day immediately preceding each Distribution Date, based solely on the Distribution Date Statement, the Servicer shall cause funds equal to the extent amount of Net Collections available with respect to such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received Distribution Date on or deposit in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office to be withdrawn from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on and deposited into the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date Payment Account to and including the second Business Day preceding the Closing Datebe distributed pursuant to Section 4.03.

Collections. The Servicer (a) On each Remittance Date, the Collateral Agent shall remit determine by reference to the Monthly Debtor's Certificate the Available Collections for the prior Collection Period and shall withdraw such amount from the Collection Account and allocate and pay such amount in the following order of priority: (i) to the Reserve Account to repay Reserve Advances; (ii) to pay to the Collateral Agent all fees and expenses due pursuant to Section 7.2 (a) hereof and then to pay the servicing fee due to any successor Servicer; (iii) to the Noteholder, an amount equal to Carrying Costs for the related Collection Period; (iv) to the Noteholder, to pay the Targeted Monthly Principal Payment; (v) to the Surety Bond Provider, the Surety Bond Premium, including any overdue Surety Bond Premium, accrued interest thereon plus any amounts owed under the Surety Bond or the Insurance Agreement; (vi) to the Surety Bond Provider, the aggregate amount of any previously unreimbursed draws on the Surety Bond, plus accrued interest thereon at the rate provided in the Insurance Agreement; (vii) prior to the occurrence of a Termination Event, to the Reserve Account, the amount necessary to increase the amount on deposit in the Reserve Account to the Required Reserve Account Balance; (viii) to the Collateral Agent, FIRST, the amount to be applied by the Collateral Agent to pay any and all Re-Liening Expenses then due and payable which have not been prev▇▇▇▇▇▇ paid by or on behalf of the Debtor, and SECOND, all amounts due the Collateral Agent pursuant to Section 7.2 (excluding, for b) hereof; (ix) after the avoidance occurrence of doubt, a Termination Event or on any Supplemental Servicing Fees) received by Remittance Date on which the Servicer on or in respect product of the Receivables Noteholder's Percentage and the Borrowing Base is less than or equal to 5.0% of the Facility Limit, the remainder to the Noteholder to reduce the Net Investment; (including Liquidation Proceeds and all x) to the Noteholder or any other appropriate party, an amount equal to any other amounts received by owed thereto under the Servicer in connection Note Purchase Agreement (other than amounts due under the Note, with the repossession exception of costs incurred in the enforcement of the Note), other amounts due thereto under this Agreement, and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments unreimbursed Carrying Costs with respect to Purchased Receivablesprior Collection Periods; and (xi) as soon as practicable and in no all remaining amounts shall be distributed by the Collateral Agent to a bank account designated by the Debtor for further distribution. (b) In the event after the close of business that, on the second any Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly other than a Remittance Condition”)Date, the Servicer may remit any Debtor does not have sufficient funds to pay the Interest Component of matured or maturing Related Commercial Paper due and payable on such amounts received during any Collection Period day, the Reserve Account Agent, acting upon written instructions of the Administrative Agent, shall make an advance from the Reserve Account in an amount equal to such costs due and payable on such day (a "RESERVE ADVANCE") and pay to the Collection Company the amount of such advance. To the extent that amounts available in the Reserve Account are insufficient to cover such costs, the Debtor shall be obligated to make a payment to the Collateral Agent, for distribution to the Company, in an amount equal to such remaining shortfall. Amounts required to be remitted pursuant to this Section 5.1(b) to the Company shall be remitted in immediately available funds to the Collateral Account no later than 12:00 noon, New York City time, on the date due. To the extent that amounts available in the Reserve Account are insufficient to cover such costs and the Debtor fails to make a payment to the Reserve Account Agent in the amount of such shortfall, the Administrative Agent shall make a demand for payment under the Surety Bond in accordance with its terms. The Administrative Agent shall be entitled to direct the Collateral Agent to make a demand for payment upon the Debtor for shortfalls reasonably expected to occur in the amount available to be withdrawn from Reserve Account pursuant to this Section 5.1(b), provided, that any such demands shall be (i) based on the maturity schedule of Related Commercial Paper and (ii) shall be made not more than four Business Days prior to the scheduled maturity date of the Related Commercial Paper to which such expected shortfall relates. The Debtor shall deposit to the credit of the Reserve Account, on the Business Day preceding the Distribution Date 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 demand, the amount of such requested payment. (including Liquidation Proceeds and all amounts received by c) If the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received Available Collections in respect of a Receivable as Remittance Date are insufficient to which there is an unreimbursed Simple Interest Advancepay the sum of the amounts to be distributed on such Remittance Date pursuant to clauses (ii) through (iv) of Section 5.1(a) and clause (viii) of Section 5.1(a), the Servicer Debtor shall retain notify the Reserve Account Agent of such amounts shortfall and the Reserve Account Agent shall cause the withdrawal of the amount of such shortfall from the Reserve Account, to the extent of amounts on deposit therein, and remit the proceeds of such unreimbursed Simple Interest Advance (withdrawal to the Collateral Agent and the Collateral Agent shall apply such amount to the payment of the items described in clauses (ii), (iii), (iv) and (viii) of Section 5.1(a), on the related Remittance Date and in that order of priority. The Administrative Agent shall be entitled to direct the Collateral Agent to make a demand for payment upon the Debtor for shortfalls reasonably expected to occur in the amount retained available to reimburse itself for be withdrawn from Reserve Account on any Remittance Date pursuant to this Section 5.1(c), provided, that any such unreimbursed Simple Interest Advancedemands shall be (i) based on the information contained in the related Monthly Debtor's Certificate and (ii) shall remit be made not more than four Business Days prior to the balance scheduled maturity date of the Related Commercial Paper to which such expected shortfall relates. The Debtor shall deposit to the credit of the Reserve Account, on the Business Day following any such demand, the amount of such requested payment. (d) If on any Remittance Date Available Collections and amounts available to be withdrawn from the Reserve Account are insufficient to pay the sum of the amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables be distributed pursuant to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or through (iiiiv) and (viii) of section 5.1 (a), the definition of Monthly Remittance Condition that would require daily remittance by Administrative Agent shall review the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% terms of the Note Balance Surety Bond, and if a demand for payment may be made thereunder for any such shortfall, the Administrative Agent shall make a demand thereunder in accordance with the terms 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateSurety Bond.

Collections. (i) The Servicer shall remit administer Collections in accordance with the provisions of this Section 2.7. Approved Investors shall be instructed to pay proceeds from the sale of Mortgage Loans into the Collection Account, and such amounts may be released in accordance with the procedures set forth in Section 3.3 hereof. (ii) The Servicer acknowledges that Collections and/or other Collateral Proceeds received by it with respect to any Mortgage Asset belong to the Borrower and have been pledged to the Administrative Agent, on behalf of the Lenders. From such Collections and/or other Collateral Proceeds, the Servicer, on behalf of the Borrower, shall deposit amounts necessary to make payments on the following Settlement Date (or end of the related Interest Period) pursuant to Section 2.7(c)(iii) or (iv), as applicable, into the Collection Account all amounts (excludingno later than such Settlement Date or at the end of such Interest Period, for the avoidance of doubtor, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close Drawdown Termination Date or upon the occurrence and during the continuation of business on the second an Event of Default, within one Business Day after such receipt; provided, however, that for so long as (i) CarMax is receipt by the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) . Until deposited into the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”)Collection Account, the Servicer may remit any commingle Collections and other Collateral Proceeds with its own funds and use such amounts received during any Collection Period funds for its own business purposes. (iii) Prior to the Drawdown Termination Date, the Servicer shall withdraw funds from the Collection Account (to the extent of collected funds therein) and shall make payments from the Collection Account at the following times and in immediately available funds the following order of priority: (A) To the extent not previously paid, on each Settlement Date, the Business Day preceding Servicer shall deposit an amount equal to the Distribution Date following such Collection Period (it being understood that costs, fees and expenses then due and payable to the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received Collateral Agent to an account designated by the Servicer in connection with Collateral Agent. (B) On the repossession and sale last day of a Financed Vehicle (whether each Interest Period for any Advance that bears interest at the Commercial Paper Rate or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest any Eurodollar Advance, the Servicer shall retain deposit an amount equal to accrued interest on such amounts Advance, which amount shall be paid to the applicable Managing Agent’s Account for the related Lenders. On each Settlement Date, the Servicer shall deposit an amount equal to accrued interest on each Advance that bears interest at the Alternate Base Rate to the applicable Managing Agent’s Account. (C) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable pursuant to the related Fee Letter, on a pro rata basis, (i) to JPMorgan Chase, as a Managing Agent, to JPMorgan Chase’s Managing Agent’s Account, (ii) to Lloyds, as a Managing Agent, to Lloyds’ Managing Agent’s Account, (iii) to Calyon New York, as a Managing Agent, to Calyon New York’s Managing Agent’s Account and (iv) to the Administrative Agent, to the Administrative Agent’s Account. (D) On each Settlement Date on which the Required Reserve Account Amount exceeds the amount then on deposit in the Reserve Account, the Servicer shall deposit an amount equal to such excess to the Reserve Account. (E) On each Settlement Date, if the Group Banks in any Group have not consented to an extension of the Drawdown Termination Date, but the Group Banks in the other Groups have so consented and such non-extending Lenders have not assigned their respective Advances and Bank Commitments to one or more other Lenders in accordance with Section 2.1(b) and Section 13.9, the Servicer shall deposit an amount equal to the unpaid balance of all Principal Debt owing to the non- extending Lenders to the related Managing Agent’s Account. (F) To the extent not previously paid, on each Settlement Date, the Servicer shall deposit any amounts, other than those listed in clauses (A), (B) and (C) above and other than principal on the Advances, that are then due and payable and of which the Servicer has received prior written notice, including without limitation additional costs under Section 2.16, any additional interest under Section 2.17, Consequential Losses under Section 2.18, indemnities under Section 10.1 and costs, expenses and taxes under Section 13.19, to the applicable Managing Agent’s Account. (G) On each Settlement Date, the Servicer shall withdraw from the Collection Account for its own account an amount equal to accrued Servicing Fee then due and payable. (iv) On the Drawdown Termination Date and thereafter, the Administrative Agent shall make payments from the Collection Account (to the extent of collected funds therein) at the following times and in the following order of priority: (A) On each Settlement Date, if the Servicer is not one of the Originators or an Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and payable shall be paid to the Servicer. (B) To the extent not previously paid, on each Settlement Date, an amount equal to the costs, fees and expenses then due and payable to the Collateral Agent shall be paid to an account designated by the Collateral Agent. (C) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or for any Eurodollar Advance, an amount equal to accrued interest on each such unreimbursed Simple Interest Advance shall be paid to the applicable Managing Agent’s Account. On each Settlement Date, an amount equal to accrued interest on Advances that bear interest at the Alternate Base Rate shall be paid to the applicable Managing Agent’s Account. (D) On each Settlement Date, an amount equal to the unpaid principal balance of all Advances made by Lenders shall be paid to the applicable Managing Agent’s Account. (E) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable pursuant to the related Fee Letter, on a pro rata basis, (i) to JPMorgan Chase, as a Managing Agent, to JPMorgan Chase’s Managing Agent’s Account, (ii) to Lloyds, as a Managing Agent, to Lloyds’ Managing Agent’s Account, (iii) to Calyon New York, as a Managing Agent, to Calyon New York’s Managing Agent’s Account and (iv) to the Administrative Agent, to the Administrative Agent’s Account. (F) To the extent not previously paid, on each Settlement Date, any amounts of the type described in Section 2.7(c)(iii)(F) are then due and payable and any other unpaid Obligations shall apply be paid to the applicable Managing Agent’s Account. (G) On the Settlement Date on which all Obligations are paid in full, if the Servicer is one of the Originators or an Affiliate of one of the Originators, an amount retained equal to reimburse accrued Servicing Fee then due and payable shall be paid to the Servicer. (v) Upon receipt of funds deposited into its Managing Agent’s Account, each Managing Agent shall distribute such funds to the Lenders in its Group or to itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts application to the Collection Account; and, provided further, that Obligations in accordance with the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect order of the Receivables to the extent priority set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii2.7(c)(iii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trusteeiv), as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. (a) The Master Servicer shall remit provide each Servicer with such instructions as are necessary to permit the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received transfer by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account wire transfer in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by on deposit in the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to Custodial Accounts which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit constitute collections to the Collection Account on the Closing Servicer Remittance Date all specified in the related Servicing Agreement. (b) On or prior to each Master Servicer Remittance Date, the Master Servicer shall determine the Interest Remittance Amount, the Principal Remittance Amount, the Principal Distribution Amount, the Total Distribution Amount and the Trustee Fee, in each case for the related Distribution Date. For purposes of this Section 6.04 and Section 6.08, with respect to any Distribution Date, in determining the amount received from the Cap Provider, the Master Servicer shall be entitled to rely conclusively on the accuracy of the information provided to it by the Cap Provider or by the Trustee, as applicable, and the Master Servicer shall not be obligated to verify, recompute, reconcile or recalculate any such amount. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit the Total Distribution Amount for the related Distribution Date, exclusive of any amounts received with respect to the related Distribution Date under the Cap Agreement or received as proceeds from the sale of any Excess Cap Amount that have not been deposited in the Collection Account, to the Certificate Distribution Account. Prior to disbursing the Total Distribution Amount, the Trustee shall withdraw from the Certificate Distribution Account on each Distribution Date and pay, solely from and in reduction of the Interest Remittance Amount, (i) to itself, the Trustee Fee for such Distribution Date, (ii) to the applicable Retained Interest Holder, any Retained Interest not paid thereto by the applicable Servicer (including the remittance to the Seller of the Seller’s Retained Interest with respect to Mortgage Loans identified on the Mortgage Loan Schedule as “Seller Retained Interest Mortgage Loans,” at the applicable Seller Retained Interest Rate specified in the Mortgage Loan Schedule), and (iii) to any Pool PMI Insurer, the related Pool PMI Insurance Premium for such Distribution Date. (d) The Trustee shall deposit into the Certificate Distribution Account on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any payments or distributions are received by the Servicer on Trustee with respect to the Cap Agreement or in respect of received as proceeds from the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Dateany Excess Cap Amount, all such amounts.

Collections. (a) The Master Servicer shall remit provide each Servicer with such instructions as are necessary to permit the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received transfer by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account wire transfer in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by on deposit in the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to Custodial Accounts which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit constitute collections to the Collection Account on the Closing Servicer Remittance Date all specified in the related Servicing Agreement. (b) On or prior to each Master Servicer Remittance Date, the Master Servicer shall determine the Interest Remittance Amount, the Principal Remittance Amount, the Principal Distribution Amount, the Total Distribution Amount and the Trustee Fee, in each case for the related Distribution Date. For purposes of this Section 6.04 and Section 6.08, with respect to any Distribution Date, in determining the amount received from the Cap Provider, the Master Servicer shall be entitled to rely conclusively on the accuracy of the information provided to it by the Cap Provider or by the Trustee, as applicable, and the Master Servicer shall not be obligated to verify, recompute, reconcile or recalculate any such amount. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit the Total Distribution Amount for the related Distribution Date, exclusive of any amounts received with respect to the related Distribution Date under the Cap Agreement that have not been deposited in the Collection Account, to the Certificate Distribution Account. Prior to disbursing the Total Distribution Amount, the Trustee shall withdraw from the Certificate Distribution Account on each Distribution Date and pay, solely from and in reduction of the Interest Remittance Amount, (i) to itself, the Trustee Fee for such Distribution Date, (ii) to the applicable Retained Interest Holder, any Retained Interest not paid thereto by the applicable Servicer (including the remittance to the Seller of the Seller’s Retained Interest with respect to Mortgage Loans identified on the Mortgage Loan Schedule as “Seller Retained Interest Mortgage Loans,” at the applicable Seller Retained Interest Rate specified in the Mortgage Loan Schedule), and (iii) to any Pool PMI Insurer, the related Pool PMI Insurance Premium for such Distribution Date. (d) The Trustee shall deposit into the Certificate Distribution Account on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any payments or distributions are received by the Servicer on or in Trustee with respect of to the Receivables (including Liquidation Proceeds and Cap Agreement, all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datesuch amounts.

Collections. The Servicer Indenture Trustee shall remit to review the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received Servicer's Certificate prepared by the Servicer on or in respect immediately upon receipt thereof pursuant to Section 9.02 of the Receivables Trust Agreement. For any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 9.04(a)(i) through (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”vi), the Indenture Trustee shall withdraw or direct the Servicer may remit any such amounts received during any Collection Period to withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and promptly deposit such amount in the Collection Account Account. If such deficiency exceeds the Available Spread Amount, the Indenture Trustee shall notify the Insurer of the amount of such excess deficiency. The Indenture Trustee shall promptly (and in immediately available funds any event not later than 1:00 p.m., New York City time, on the Business Day preceding the Distribution Date following such Collection Period Payment Date) deliver a Notice for Payment as defined in the Policy (it being understood that appropriately completed) to the Monthly Remittance Condition has not been satisfied as Fiscal Agent with respect to the Policy. The Insurer is required pursuant to Section 10.03 and the terms of the Closing Date); provided furtherPolicy to pay the amount of such excess deficiency of Monthly Interest and Monthly Principal, that if up to the Policy Amount. The Indenture Trustee shall, immediately upon receipt, deposit in the Collection Account any such amounts (including Liquidation Proceeds and all amounts funds received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received Indenture Trustee in respect of funds drawn under the Policy from the Insurer. If the Available Funds for a Receivable as Payment Date are insufficient to which there is an unreimbursed Simple Interest Advancepay current and past due Insurance Premiums on the Policy, or any amounts owing to the Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Insurer, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and notify the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event deficiency, and the applicable Available Spread Amount, if any, then on deposit in the Spread Account (after giving effect to any withdrawal to satisfy a deficiency in Monthly Interest or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of Monthly Principal) shall be available to cover such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datedeficiency.

Collections. The Servicer (a) Each Borrower shall direct all of its Account Debtors to make all payments on the Accounts directly to a post office box (the "Lock Box") designated by, and under the exclusive control of, Lender. Each Borrower shall establish an account (the "Lock Box Account") in Lender's name with Lender, into which all payments received in the Lock Box shall be deposited, and into which such Borrower will immediately deposit all payments received by such Borrower on Accounts in the identical form in which such payments were received, whether by cash or check. If a Borrower, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of a Borrower or any Affiliate or Subsidiary, or any other Person acting for or in concert with a Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, such Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Collection Lock Box Account. Each Borrower agrees that all payments made to such Lock Box Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) or otherwise received by the Servicer on or Lender, whether in respect of the Receivables Accounts or as Proceeds of other Collateral or otherwise (including Liquidation Proceeds except for proceeds of Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Obligations in accordance with the terms of this Agreement. Each Borrower agrees to pay all fees, costs and all amounts received by the Servicer expenses in connection with opening and maintaining the repossession Lock Box and sale Lock Box Account. All of such fees, costs and expenses shall constitute Obligations hereunder, shall be payable to Lender by Borrowers upon demand and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by the applicable Borrower to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Borrower's behalf. For the purpose of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Borrower's true and lawful attorney and agent-in-fact (i) to endorse such Borrower's name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of such Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have access to any lock box or postal box into which any of such Borrower's mail is deposited, and open and process all mail addressed to such Borrower and deposited therein. (b) Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of Borrowers' Accounts or other amounts owed to a Financed Vehicle Borrower by suit or otherwise; (ii) exercise all of such Borrower's rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to such Borrower; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to such Borrower, or compromise or extend or renew for any period (whether or not longer than the related Receivable has been classified original period) any indebtedness thereunder; (iv) sell or assign any Account of such Borrower or other amount owed to such Borrower upon such terms, for such amount and at such time or times as a Defaulted Receivable)Lender deems advisable; (v) but excluding payments with respect prepare, file and sign such Borrower's name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to Purchased Receivablessuch Borrower; and (vi) as soon as practicable do all other acts and things which are necessary, in no event Lender's sole discretion, to fulfill such Borrower's obligations under this Agreement and the Other Agreements and to allow Lender to collect the Accounts or other amounts owed to such Borrower. In addition to any other provision hereof, Lender may at any time, whether before or after the close occurrence and during the continuance of business an Event of Default, at Borrowers' expense, notify any parties obligated on any of the second Accounts to make payment directly to Lender of any amounts due or to become due thereunder. (c) For purposes of calculating interest and fees, Lender shall, within two (2) Business Day Days after such receipt; providedreceipt by Lender at its office in Chicago, however, that for so long as Illinois of (i) CarMax is the Servicer, checks and (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in cash or other immediately available funds from collections of items of payment and Proceeds of any Collateral, apply the whole or any part of such collections or Proceeds against the Obligations in such order as Lender shall determine in its sole discretion. For purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and Proceeds of any Collateral shall be applied in whole or in part against the Obligations, in such order as Lender shall determine in its sole discretion, on the Business Day preceding the Distribution Date following such Collection Period day of receipt, subject to actual collection. (it being understood that the Monthly Remittance Condition has not been satisfied as d) On a monthly basis, Lender shall deliver to Borrowers an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrowers unless a Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the Closing Date); provided furtherdate such account statement is sent to Borrowers, that if and any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is notice shall only constitute an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts objection to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Dateitems specifically identified.

Collections. The Servicer (a) Borrower shall remit cause Factor Sub to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect forward Factor Sub Accounts Proceeds and payments of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Purchase Price with respect to Purchased Receivables) any Factor Sub Accounts to such lockbox as soon as practicable and in no event Lender may direct from time to time. Lender shall have the right at any time after the close occurrence of business on a Default and without notice to Borrower, to notify Factor Sub of the second Business Day after such receipt; providedgrant of the Security Interest to Lender and to notify Factor Sub to make payment of all amounts due or to become due to Borrower, however, that for as Lender may direct. So long as no Default has occurred and is continuing and so long as (i) CarMax is the Servicerno Obligations are then owing by Borrower to Lender, (ii) no Event of Servicing Termination Lender shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge received any such Factor Sub Account Proceeds as a pure pass-through for and on account of Borrower. (b) Lender shall have the sole and exclusive power and authority to collect the Factor Sub Account Proceeds, through legal action or otherwise, and Lender may, in its sole discretion, settle, compromise, or assign (in whole or in part) any of such Factor Sub Account Proceeds, or otherwise exercise, to the maximum extent permitted by applicable law, any other right now existing or hereafter arising with respect to any of such Factor Sub Accounts Proceeds. If Borrower receives payment of all or any portion of any event of such Factor Sub Accounts or circumstance under clauses any other Factor Sub Account, Borrower shall notify Lender immediately and shall hold all checks and other instruments so received in trust for Lender, separate and apart from Borrower’s other property and shall deliver to Lender such checks and other instruments without delay. (c) Without limiting Lender’s right to apply cash proceeds to increase the balance of the Reserve Account, all amounts collected by Lender on Factor Sub Accounts Proceeds or other Collateral shall be available (i) to repay outstanding Advances hereunder (ii) to pay other outstanding Obligations or (iii) of if all Obligations have been paid in full in cash or, otherwise, if Lender in its sole and absolute discretion so elects, for turnover to Borrower, in each case not later than the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee date a check, draft or the Indenture Trustee, as applicable, has received notice other item representing payment of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts cash proceeds is received by the Servicer on or in respect of the Receivables Lender plus five (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)5) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datedays.

Collections. The Master Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Master Servicer on or in respect of the Receivables (including Net Liquidation Proceeds and all amounts received by the Master Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Monthly Remittance Condition shall have been satisfied (the “Monthly Remittance Condition”)be satisfied, the Master Servicer may remit any all such amounts received on or in respect of the Receivables during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as related Deposit Date. As of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Master Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts make remittances to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received Account on or in respect of the Receivables to the extent set forth in Section 4.4(b)a monthly basis. The Owner Trustee and the Indenture Neither Trustee shall not be deemed to have knowledge of any event or circumstance under clauses clause (iii) or (iiiii) of the definition of the term "Monthly Remittance Condition Condition" that would require daily remittance remittances by the Master Servicer to the Collection Account unless the Owner such Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Master Servicer in an Officer’s 's Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner such Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The If the Master Servicer shall fail to satisfy the Monthly Remittance Condition, the Master Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Master Servicer on or in respect of the Receivables (including Net Liquidation Proceeds and all amounts received by the Master Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date. If the Master Servicer shall satisfy the Monthly Remittance Condition, the Master Servicer shall remit to the Collection Account on the related Deposit Date for the initial Collection Period, all amounts received by the Master Servicer on or in respect of the Receivables (including Net Liquidation Proceeds and all amounts received by the Master Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the last day of the initial Collection Period.

Collections. (a) The Master Servicer shall remit provide each Servicer with such instructions as are necessary to permit the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received transfer by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account wire transfer in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by on deposit in the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to Custodial Accounts which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit constitute collections to the Collection Account on the Closing Servicer Remittance Date all specified in the related Servicing Agreement. (b) On or prior to each Master Servicer Remittance Date, the Master Servicer shall determine the Interest Remittance Amount, the Principal Remittance Amount, the Principal Distribution Amount, the Total Distribution Amount, the Trustee Fee, the Custodian Fee and the Strip Amount, in each case for the related Distribution Date. For purposes of this Section 6.04 and Section 6.08, with respect to any Distribution Date, in determining the amount received from the Cap Provider, the Master Servicer shall be entitled to rely conclusively on the accuracy of the information provided to it by the Cap Provider or by the Trustee, as applicable, and the Master Servicer shall not be obligated to verify, recompute, reconcile or recalculate any such amount. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit the Strip Amount for the related Distribution Date to the Strip Holder and shall remit the Total Distribution Amount for the related Distribution Date, exclusive of any amounts received with respect to the related Distribution Date under the Cap Agreement that have not been deposited in the Collection Account, to the Certificate Distribution Account. Prior to disbursing the Total Distribution Amount, the Trustee shall withdraw from the Certificate Distribution Account on each Distribution Date and pay, solely from and in reduction of the Interest Remittance Amount, (i) to itself, the Trustee Fee and the Custodian Fee for such Distribution Date, (ii) to the applicable Retained Interest Holder, any Retained Interest not paid thereto by the applicable Servicer (including the remittance to the Seller of the Seller’s Retained Interest with respect to Mortgage Loans identified on the Mortgage Loan Schedule as “Seller Retained Interest Mortgage Loans,” at the applicable Seller Retained Interest Rate specified in the Mortgage Loan Schedule), and (iii) to any Pool PMI Insurer, the related Pool PMI Insurance Premium for such Distribution Date. (d) The Trustee shall deposit into the Certificate Distribution Account on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any payments or distributions are received by the Servicer on or in Trustee with respect of to the Receivables (including Liquidation Proceeds and Cap Agreement, all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datesuch amounts.

Collections. The Servicer Lender shall remit have the exclusive right to the Collection Account receive all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer Collections on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as . Each Borrower shall (i) CarMax is the Servicernotify, transfer and deliver to Lender all Collections Borrower receives on a daily basis, (ii) no Event of Servicing Termination shall have occurred and be continuing deliver to Lender a detailed cash receipts journal together with all cash receipts on a daily basis until the lockbox is operational, and (iii) enter into a collection services agreement acceptable to Lender within the Rating Agency Condition shall have been satisfied time period prescribed by this Agreement (the “Monthly Remittance ConditionLockbox Agreement”). Borrowers shall use the lockbox address as the remit to and payment address for all of Borrowers’ Collections and it will be considered an immediate Event of Default if this does not occur (provided, the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (that, for purposes of clarification, it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed an Event of Default if Borrowers notify all Accounts Debtors to have knowledge remit payment to the lockbox address, but any Account Debtor(s) fails to do so, as long as Borrowers notify, transfer and deliver to Lender all Collections Borrowers receive on a daily basis) or the lockbox is not operational within 45 days of the date of this Agreement due to any act or omission of the Borrowers. Lender shall credit Collections with respect to Receivables received by Lender to Borrowers’ Account Balance within three business days of the date received; provided that upon the occurrence and during the continuance of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer Default, Lender may apply all Collections to the Collection Obligations in such order and manner as Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender does not receive good funds for any reason, the amount shall be included in the Account unless Balance as if the Owner Trustee or the Indenture Trustee, as applicable, has Collections had not been received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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 circumstanceand Finance Charges shall continue to accrue thereon. The Servicer shall remit All Collections received to the Collection Account on the Closing Date all amounts lockbox or otherwise received by Lender will, until credited as above provided, be deposited to a non-interest bearing cash collateral account maintained with Lender and Borrowers will not have access to that account. Lender shall have, with respect to any goods related to the Servicer on or in respect Receivables, all the rights and remedies of an unpaid seller under the Receivables (including Liquidation Proceeds California Uniform Commercial Code and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and other applicable law, including the second Business Day preceding the Closing Daterights of replevin, claim and delivery, reclamation and stoppage in transit.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit to the Collection Deposit Account all amounts (excluding, for payments by or on behalf of the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in Obligors with respect of to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds and all amounts received by collected during the related Collection Period, prior to 11:00 A.M. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer in connection with shall remit to the repossession and sale Deposit Account all payments by or on behalf of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Obligors with respect to the Receivables (other than Purchased ReceivablesReceivables and not including Fixed Value Payments) and all Liquidation Proceeds within two Business Days of receipt thereof. The commingling conditions are as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as follows: (i) CarMax is DCFS must be the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing and (iii) (x) DaimlerChrysler North America Holding Corporation must maintain a short-term rating of at least "A-1" by Standard & Poor's and "F-1" by Fitch or (y) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the “Monthly Remittance Condition”Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the contrary, so long as DCFS is the Servicer, DCFS may withhold from the deposit into the Deposit Account any amounts indicated on the related Servicer's Certificate as being due and payable to DCFS or the Seller and pay such amounts directly to DCFS or the Seller, as applicable. For purposes of this Article V, the Servicer may remit any such amounts received during any Collection Period phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received Receivables by Persons other than the Servicer in connection with or the repossession and sale of a Financed Vehicle (whether or not Seller. In the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as event the commingling conditions cease to which there is an unreimbursed Simple Interest Advancebe met, the Servicer shall retain such amounts make daily remittance of collections to the extent Deposit Account within two Business Days of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Accountreceipt thereof; andprovided, provided furtherhowever, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance may commence no later than five Business Days following a reduction of DaimlerChrysler North America Holding Corporation's short-term ratings below "A-1" by the Servicer to the Collection Account unless the Owner Trustee Standard & Poor's or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received "F1" by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateFitch.

Collections. The (a) In the event that the Seller believes that funds which are not Collections of Transferred Assets have been deposited into an account of the Purchaser or the Purchaser's assignee, the Seller shall notify the Servicer who shall remit so advise the Purchaser and, on the Business Day following such identification, the Purchaser shall remit, or shall cause to be remitted, all funds so deposited which are identified to the Collection Account all amounts Purchaser's satisfaction to the Seller. (excludingb) On each Settlement Date, for the avoidance of doubtPurchaser shall pay to the Seller accrued interest on the Subordinated Loan and the Purchaser may, any Supplemental Servicing Fees) received by the Servicer on at its option, prepay in whole or in respect part the principal amount of the Receivables (including Liquidation Proceeds Subordinated Loan; provided that each such payment shall be made solely from Collections of Transferred Assets after all other amounts then due from the Purchaser under the Financing Agreement have been paid in full and all amounts received then required to be set aside by the Servicer in connection with Purchaser under the repossession Financing Agreement have been so set aside; and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, howeverprovided further, that for so long as (i) CarMax is the Servicer, (ii) no such payment shall be made at any time when an Event of Servicing Termination shall have occurred and be continuing continuing. At such time following the Facility Termination Date and SECONDARY PURCHASE AGREEMENT the RFA Final Payment Date, the Purchaser shall apply, on each Settlement Date, all other Collections of Transferred Assets received by the Purchaser and not previously distributed first to the payment of accrued interest on the Subordinated Loan, and then to the reduction of the principal amount of the Subordinated Loan. (iiic) If on any day any Transferred Asset becomes (in whole or in part) a Diluted Receivable, the Rating Agency Condition Seller shall be deemed to have received on such day a Collection of such Transferred Asset in the amount of such Diluted Receivable. The Seller shall pay to the Purchaser on or prior to the next Business Day all amounts deemed to have been satisfied received pursuant to this subsection. (d) Upon discovery by the “Monthly Remittance Condition”)Seller or the Purchaser of any breach of the representation and warranty made in Section 3.01(j) with respect to any Transferred Receivable, the Servicer may remit any such amounts received during any Collection Period party discovering the same shall give prompt written notice thereof to the Collection Account in immediately available funds other parties hereto. The Seller shall, on the Business Day preceding the Distribution Date following such Collection Period (it being understood that notice, repurchase the Monthly Remittance Condition has not been satisfied as affected Transferred Receivable, at the option of the Closing DateSeller, either (i) by making a cash payment to the Purchaser in an amount equal to the Repurchase Price (defined below); provided further, that if any such amounts or (including Liquidation Proceeds ii) so long as no "Event of Termination" under, and all amounts received as defined in, the Financing Agreement has occurred, and no Pool Non-compliance Date has occurred and is continuing under (and as defined in) the Financing Agreement, by either (x) reducing the principal amount of the Subordinated Note due to the Seller by the Servicer in connection with amount of the repossession and sale Repurchase Price (defined below) or (y) transferring ownership of a Financed Vehicle (whether or not new Eligible Receivable to the related Purchaser on such Business Day having an Outstanding Balance at least equal to the Repurchase Price. The "Repurchase Price" for any Purchased Receivable has been classified as a Defaulted Receivable)to be repurchased under this Section 2.03(d) are shall equal the Purchase Price paid for such Receivable by the Purchaser minus Collections received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, thereof minus any payments or offsets made by the Servicer shall retain such amounts Seller to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or Purchaser in respect of Dilution Factors relating to such Transferred Receivable. Simultaneously upon the Receivables payment to the extent set forth Purchaser, or transfer to the Purchaser of Eligible Receivables in Section 4.4(b)respect of, the Repurchase Price for any such repurchased Transferred Receivable, such Transferred Receivable and all Transferred Assets relating solely to such Transferred Receivable shall automatically be reconveyed by the Purchaser to the Seller without any further action by the Purchaser or any other Person, and the Purchaser shall have no further rights with respect thereto. Each party hereto shall, at the Seller's expense, take any action the other party may reasonably request to further evidence such reconveyance. The Owner Trustee Seller's obligation to reacquire Transferred Receivables pursuant to this Section 2.03(d) shall, upon satisfaction thereof, constitute the sole remedy (except for any obligation under Section 6.01 hereof) respecting the event giving rise to such obligation and is expressly limited to the Indenture Trustee Transferred Receivable affected by such event. Except as expressly provided in this Section 2.03, the Seller shall not be deemed have any right or obligation under this Agreement, by implication or otherwise, to have knowledge repurchase from the Purchaser any Transferred Assets or to rescind or otherwise retroactively affect any transfer of any event or circumstance under clauses Transferred Assets after the date on which such Transferred Assets are transferred by the Purchaser hereunder. (iie) Except as stated in subsection (c) or (iiid) of this Section 2.03 or as otherwise required by law or the definition underlying Contract, all Collections from an Obligor of Monthly Remittance Condition that would require daily remittance by the Servicer any Transferred Receivable shall be applied to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice Receivables of such event or circumstance at its Corporate Trust Office from Obligor in the Depositor or order of the Servicer in an Officer’s Certificate or written notice age of such event or circumstance from the Holders of Notes 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 TrusteeReceivables, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection starting with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted oldest such Receivable)) during the period from but excluding the Cutoff Date , unless such Obligor designates its payment for application to and including the second Business Day preceding the Closing Date.specific Receivables. SECONDARY PURCHASE AGREEMENT

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained (the “each, a "Monthly Remittance Condition”"), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s 's Certificate or written notice of such event or circumstance from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or the Holders of Certificates evidencing not less than 25% of the Controlling Class Certificate Balance or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The Servicer Such Seller Party shall direct each applicable Torchmark Entity to remit all Collections received by such Torchmark Entity directly to the Collection Account all amounts (excluding, Servicer for the avoidance benefit of doubt, the Purchaser. Immediately upon receipt by any Supplemental Servicing Fees) received Torchmark Entity of any premium payable by or on behalf of the Servicer on Policy Holder or any other Person in respect of the Receivables (including Liquidation Proceeds and all amounts received by Insurance Product that shall have given rise to any Receivable, such Torchmark Entity shall be required to remit to the Servicer an amount calculated in connection reference thereto that, in the ordinary course of business and in accordance with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified its customary practice, is then payable as a Defaulted Receivable)commission in respect of such Insurance Product to the Obligor on such Receivable and which but for the existence of such Receivable would be remitted to such Obligor. In the event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller shall remit (or shall cause all such payments to be remitted) but excluding payments with respect directly to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, and at all times prior to such remittance, Seller shall itself hold or, if applicable, shall cause such payments to be held in trust for the exclusive benefit of the Purchaser. Seller shall maintain exclusive ownership, dominion and control (iisubject to the terms of this Agreement) no Event of Servicing Termination each deposit account in which any Collections are held and shall have occurred not grant the right to take dominion and be continuing and (iii) control of any such account except to the Rating Agency Condition shall have been satisfied (Purchaser on the “Monthly Remittance Condition”)demand of the Purchaser. At any time following the occurrence of an Amortization Event, the Servicer may remit any such amounts received during any Collection Period Purchaser may, at Seller’s sole cost and expense, direct Seller to notify, or to cause AIL to notify, the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 Obligors (including Liquidation Proceeds Obligors that are guarantors) of Receivables and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received Policy Holders owing premiums in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, any Receivables shall have arisen of the Servicer shall retain such ownership interests of the Purchaser under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables or Related Security be made directly to the extent of such unreimbursed Simple Interest Advance Purchaser (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (iiits respective designee) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance to a lockbox or collection account designated by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DatePurchaser.

Collections. (a) Each Borrower shall direct all of its Account Debtors that remit payment on the Accounts due to such Borrower by electronic funds transfer to remit such amounts directly to a deposit account in Lender's name which shall be established by such Borrower at LaSalle Bank or at another financial institution acceptable to Lender (each a "BLOCKED ACCOUNT"). The Servicer financial institution with which such Blocked Account is established shall remit acknowledge and agree, in a manner satisfactory to Lender, that the amounts in such Blocked Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to the Collection disposition of funds in the Blocked Account without further consent of such Borrower, that such financial institution has no right of setoff against the Blocked Account or against any account maintained by such financial institution into which any amounts are remitted by Account Debtors of such Borrower, and that the financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited into the Blocked Account on a daily basis as such funds are collected. Each Borrower agrees that all amounts (excluding, for payments made to the avoidance Blocked Account of doubt, any Supplemental Servicing Fees) such Borrower or otherwise received by the Servicer on or Lender, whether in respect of the Receivables (including Liquidation Accounts or as Proceeds of other Collateral or otherwise, will be applied on account of the Liabilities then due and all amounts payable in accordance with the terms of this Agreement; provided, that so long as no Event of Default has occurred and is continuing, payments received by Lender shall not be applied to the Servicer unmatured portion of the LIBOR Rate Loans, but shall be held in an interest bearing cash collateral account maintained by Lender, until the earlier of (i) the last Business Day of the Interest Period applicable to such LIBOR Rate Loan and (ii) the occurrence of an Event of Default. The Borrowers jointly and severally agree to pay all fees, costs and expenses in connection with opening and maintaining the repossession Blocked Accounts. All of such fees, costs and sale expenses, if not paid by the Borrowers, may be paid by Lender and in such event all amounts paid by Lender shall constitute Liabilities hereunder, shall be payable to Lender by the Borrowers jointly and severally upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. For the purpose of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Borrower's true and lawful attorney and agent-in-fact. (b) Upon the occurrence of a Financed Vehicle Triggering Event, each Borrower shall be required to direct all of its Account Debtors to remit all payments on the Accounts due to such Borrower, other than payments by electronic funds transfer, directly to a post office box (whether or not a "LOCK BOX") designated by, and under the related Receivable exclusive control of Lender at the financial institution where the Blocked Account has been classified established for such Borrower. All payments received into the Lock Box will be deposited into such Blocked Account. At all times after the occurrence of a Triggering Event, if a Borrower, Parent, any Affiliate or Subsidiary of Parent or a Borrower, any shareholder, officer, director, employee or agent of the Parent or such Borrower or Affiliate or Subsidiary of Parent or such Borrower or any other Person acting for or in concert with such Borrower shall receive monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, such Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, such Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Blocked Account of such Borrower. At all times after the occurrence and during the continuance of a Defaulted Receivable)) but excluding payments with respect Triggering Event, all checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by the Borrower in receipt thereof to Purchased ReceivablesLender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Borrower's behalf. For the purpose of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all persons designated by Lender for that purpose) as soon as practicable such Borrower's true and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as lawful attorney and agent-in-fact (i) CarMax is the Servicerto endorse such Borrower's name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of such Borrower or Goods pertaining thereto; (ii) no Event to take control in any manner of Servicing Termination shall have occurred and be continuing any item of payment or Proceeds thereof and (iii) the Rating Agency Condition shall to have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit access to any such amounts received during lock box or postal box into which any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (Borrower's mail is deposited, and shall apply the amount retained open and process all mail addressed to reimburse itself for such unreimbursed Simple Interest Advance) Borrower and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datedeposited therein.

Collections. The Servicer (a) On each Remittance Date, the Collateral Agent shall remit determine by reference to the Monthly Debtor’s Certificate the Available Collections for the prior Collection Period and shall withdraw such amount from the Collection Account and allocate and pay such amount in the following order of priority: (i) first, to pay to the Collateral Agent all fees and expenses due pursuant to Section 7.2 (a) hereof, second, to the Servicer the Servicing Fee due with respect to the related Collection Period and an amount equal to the amount of expenses due to be reimbursed pursuant to this Section 5.1(a)(i) to the Servicer as provided in Section 2.11(b) of the Servicing Agreement, and third to the successor Servicer an amount not in excess of $50,000 in payment of any transition expenses of such successor Servicer under the Servicing Agreement due to be reimbursed by the Debtor; (ii) second, an amount equal to Carrying Costs for the related Collection Period, the portion thereof to each Person entitled to receive such portion pursuant to the definition of Carrying Costs; (iii) third, to the Noteholder, to pay the Targeted Monthly Principal Payment; (iv) fourth, to the Surety Bond Provider, the Surety Bond Premium, including any overdue Surety Bond Premium, accrued interest thereon plus any amounts owed under the Surety Bond or the Insurance Agreement; (v) fifth, to the Surety Bond Provider, the aggregate amount of any previously unreimbursed draws on the Surety Bond, plus accrued interest thereon at the rate provided in the Insurance Agreement; (vi) sixth, to the Noteholder, an amount equal to the Accrued Interest for such Collection Period in excess of the Enhanced Yield for such Collection Period; (vii) seventh, prior to the occurrence of a Termination Event, to the Reserve Account, the amount necessary to increase the amount on deposit in the Reserve Account to the Required Reserve Account Balance; (viii) eighth, to the Collateral Agent, first, the amount to be applied by the Collateral Agent to pay any and all Re-▇▇▇▇▇▇▇ Expenses then due and payable which have not been previously paid by or on behalf of the Debtor, and second, all amounts due the Collateral Agent pursuant to Section 7.2(b) hereof; (excludingix) ninth, after the occurrence of a Termination Event or on any Remittance Date on which the product of the Noteholder’s Percentage and the Borrowing Base is less than or equal to 5.0% of the Facility Limit, the remainder to the Noteholder to reduce the Net Investment; (x) tenth, to the Noteholder or any other appropriate party, an amount equal to any other amounts owed thereto under the Note Purchase Agreement (other than amounts due under the Note, with the exception of costs incurred in the enforcement of the Note), other amounts due thereto under this Agreement, and unreimbursed Carrying Costs with respect to prior Collection Periods; and (xi) eleventh, first, to the Servicer for the avoidance payment of doubtthe Incentive Servicing Fee due with respect to the related Collection Period, any Supplemental and second, to the Servicer in payment of all expenses of the Servicer under the Servicing Fees) received Agreement due to be reimbursed by the Debtor and not paid on such Remittance Date as a result of the limitation set forth in clause second of Section 5.1(a)(i), and third, to the successor Servicer on or all expenses of the successor Servicer due to be reimbursed and not paid under clause third of Section 5.1(a)(i), and fourth, all remaining amounts shall be distributed by the Collateral Agent to a bank account designated by the Debtor for further distribution. (b) If the Available Collections in respect of a Remittance Date are insufficient to pay the Receivables (including Liquidation Proceeds and all sum of the amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business be distributed on the second Business Day after such receipt; provided, however, that for so long as Remittance Date pursuant to clauses (i) CarMax is through (iii) of Section 5.1(a) and clause (viii) of Section 5.1(a), the ServicerDebtor shall notify the Reserve Account Agent of such shortfall and the Reserve Account Agent shall cause the withdrawal of the amount of such shortfall from the Reserve Account, to the extent of amounts on deposit therein, and remit the proceeds of such withdrawal to the Collateral Agent and the Collateral Agent shall apply such amount to the payment of the items described in clauses (i), (ii) no Event of Servicing Termination shall have occurred and be continuing and ), (iii) the Rating Agency Condition shall have been satisfied and (the “Monthly Remittance Condition”viii) of Section 5.1(a), on the Servicer may remit related Remittance Date and in that order of priority. The Administrative Agent shall be entitled to direct the Collateral Agent to make a demand for payment upon the Debtor for shortfalls reasonably expected to occur in the amount available to be withdrawn from Reserve Account on any Remittance Date pursuant to this Section 5.1(b), provided, that any such amounts received during any Collection Period demands shall be (i) based on the information contained in the related Monthly Debtor’s Certificate and (ii) shall be made not more than four Business Days prior to the Collection Account in immediately available funds scheduled maturity date of the Commercial Paper to which such expected shortfall relates. The Debtor shall deposit to the credit of the Reserve Account, on the Business Day preceding following any such demand, the Distribution amount of such requested payment. (c) If on any Remittance Date following such Collection Period (it being understood that Available Collections and amounts available to be withdrawn from the Monthly Remittance Condition has not been satisfied as Reserve Account are insufficient to pay the sum of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained be distributed pursuant to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (i), (ii) or ), (iii) and (viii) of Section 5.1(a), the Administrative Agent shall review the terms of the definition of Monthly Remittance Condition that would require daily remittance by Surety Bond, and if a demand for payment may be made thereunder for any such shortfall, the Servicer to Administrative Agent shall make a demand thereunder in accordance with the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% terms 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. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateSurety Bond.

Collections. (a) The Master Servicer shall remit provide each Servicer with such instructions as are necessary to permit the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received transfer by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account wire transfer in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received by on deposit in the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to Custodial Accounts which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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. The Servicer shall remit constitute collections to the Collection Account on the Closing Servicer Remittance Date all amounts received specified in the related Servicing Agreement. (b) On or prior to each Master Servicer Remittance Date, the Master Servicer shall determine the Interest Remittance Amount, the Principal Remittance Amount, the PO Principal Distribution Amount, the Non-PO Principal Distribution Amount, the Total Distribution Amount and the Trustee Fee, in each case for the related Distribution Date. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit the Total Distribution Amount for the related Distribution Date to the Certificate Distribution Account. Prior to disbursing the Total Distribution Amount, the Trustee shall withdraw from the Certificate Distribution Account on each Distribution Date and pay, solely from and in reduction of the Interest Remittance Amount, (i) to itself, the Trustee Fee for such Distribution Date, (ii) to the applicable Retained Interest Holder, any Retained Interest not paid thereto by the applicable Servicer on or in respect (including the remittance to the Seller of the Receivables Seller’s Retained Interest with respect to Mortgage Loans identified on the Mortgage Loan Schedule as “Seller Retained Interest Mortgage Loans,” at the applicable Seller Retained Interest Rate specified in the Mortgage Loan Schedule), and (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not iii) to any Pool PMI Insurer, the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Pool PMI Insurance Premium for such Distribution Date.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Monthly Remittance Condition shall have been satisfied (the “Monthly Remittance Condition”)be satisfied, the Servicer may remit any all such amounts received on or in respect of the Receivables during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as related Deposit Date. As of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts make remittances to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received Account on or in respect of the Receivables to the extent set forth in Section 4.4(b)a monthly basis. The Owner Trustee and the Indenture Neither Trustee shall not be deemed to have knowledge of any event or circumstance under clauses clause (iii) or (iiiii) of the definition of the term "Monthly Remittance Condition Condition" that would require daily remittance remittances by the Servicer to the Collection Account unless the Owner such Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s 's Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner such Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The Servicer (a) Lender shall remit have the exclusive right to the Collection Account receive all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer Collections on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as . Each Borrower shall (i) CarMax is immediately notify, transfer and deliver to Lender all Collections such Borrower receives for deposit into the ServicerCollection Account, (ii) no Event deliver to Lender a detailed cash receipts journal on Friday of Servicing Termination shall have occurred each week until the Lockbox is required by Lender and be continuing operational, and (iii) the Rating Agency Condition shall have been satisfied upon Lender’s request, immediately enter into a collection services agreement acceptable to Lender (the “Monthly Remittance ConditionLockbox Agreement”)) pursuant to which all Collections received in the Lockbox shall be deposited into the Collection Account. If the Lockbox is required by Lender, each Borrower shall use the Servicer may Lockbox address as the remit any to and payment address for all of such amounts received during any Collection Period Borrower’s Collections from Account Debtors, and each Borrower shall instruct all Account Debtors to make payments either directly to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date 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 (including Liquidation Proceeds and all amounts received Lockbox for deposit by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts Lender directly to the Collection Account; and, provided furtheror instruct them to deliver such payments to Lender by wire transfer, that ACH, or other means as Lender may direct for deposit to the Servicer shall, Lockbox or Collection Account. It will be considered an immediate Event of Default if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on this does not occur or in respect the Lockbox is not operational within 45 days of the Receivables date the Lockbox is requested by Lender. (b) At Lender’s option, Lender may either (i) transfer all Collections deposited into the Collection Account to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event such Borrower’s Account, or circumstance under clauses (ii) or (iii) of apply the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to Collections deposited into the Collection Account unless to the Owner Trustee outstanding Account Balance, in either case, within three business days of the date received; provided that upon the occurrence and during the continuance of any Default, Lender may apply all Collections to the Obligations in such order and manner as Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender does not receive good funds for any reason, any amount previously transferred to such Borrower’s Account or applied to the Indenture TrusteeAccount Balance shall be reversed as of the date transferred or applied, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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 Trusteeand, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit if applied to the Collection Account on Balance, the Closing Date Finance Charge will accrue as if the Collections had not been so applied. Lender shall have, with respect to any goods related to the Receivables, all amounts received by the Servicer on or in respect rights and remedies of an unpaid seller under the Receivables (including Liquidation Proceeds UCC and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and other applicable law, including the second Business Day preceding the Closing Daterights of replevin, claim and delivery, reclamation and stoppage in transit.

Collections. The Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Subaccount (with respect to the Group I Student Loans) or the Group II Collection Account Subaccount (with respect to the Group II Student Loans) all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received payments by the Servicer or on or in respect behalf of the Receivables Obligors with respect to the Group I and Group II Student Loans, respectively (including other than Purchased Student Loans), and all related Liquidation Proceeds and all amounts received by Recoveries, as collected during the Servicer in connection with Collection Period. Notwithstanding the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; providedforegoing, however, that for so long as (i) CarMax is Key Bank USA, National Association remains the ServicerAdministrator, (ii) no Event of Servicing Termination Administrator Default shall have occurred and be continuing and (iii) prior to ceasing daily remittances to the applicable subaccount of the Collection Account, the Rating Agency Condition shall have been satisfied (which the “Monthly Remittance Condition”parties hereto agree shall be deemed to have been satisfied on the Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer may shall (or shall cause the applicable Sub-Servicers to) remit any such amounts received during any Collection Period collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections into the Group I Collection Account in Subaccount or the Group II Collection Account Subaccount, as applicable, until one Business Day immediately available funds prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding the each Monthly Servicing Payment Date that is not a Distribution Date 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 (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer Administrator shall retain such amounts to deposit into the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Group I Collection Account unless the Owner Trustee Subaccount or the Indenture TrusteeGroup II Collection Account Subaccount, as applicable, has received notice (i) with respect to the Group II Student Loans only, Guarantee Payments made by TERI in excess of the Maximum TERI Payments Amount, and (ii) that ▇▇▇▇ion of such amounts receiv▇▇ ▇y it that is equal to the related Master Servicing Fee payable on such date. In the event or circumstance at its Corporate Trust Office from that any of the Depositor 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 Subaccount or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes 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 TrusteeGroup II Collection Account Subaccount, as applicable, has actual knowledge within two Business Days thereof. For purposes of such event this Article V, the phrase "payments by or circumstance. The Servicer on behalf of Obligors" shall remit mean payments made with respect to the Collection Account Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Closing Date all amounts received by the Servicer on or in respect of the Receivables Guarantors (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateDepartment).

Collections. The Servicer (a) Pursuant to the Lockbox Agreement, the Lockbox Bank shall remit to the Collection Account within two Business Days of receipt thereof (i) all amounts payments by or on behalf of the Obligors and (excludingii) all Recoveries, for each as collected during the avoidance Collection Period. In addition, the Servicer shall remit, or cause to be remitted, all payments by or on behalf of doubt, any Supplemental Servicing Fees) the Obligors received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Borrower with respect to Purchased the Transferred Receivables) as soon as practicable , all Recoveries, the purchase price paid by AFL or the Servicer with respect to any Transferred Receivables and in all payments made to the Borrower under the Interest Rate ▇▇▇▇▇▇, no event after later than the close of business on the second Business Day after such receipt; provided, however, that for so long as following receipt directly (iwithout deposit into any intervening account) CarMax is into the Servicer, Collection Account. (iib) no Event of Servicing Termination shall have occurred and The Servicer will be continuing and (iii) the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such entitled to be reimbursed from amounts received during any Collection Period to on deposit in the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such with respect to a 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 for amounts (including Liquidation Proceeds and all amounts received by the Servicer previously deposited in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Collection Account unless Servicer on the Owner Trustee or related Distribution Date upon certification by the Indenture Trustee, as applicable, has received notice Servicer of such amounts and the provision of such information to the Collateral Agent and the Agent as may be necessary in the opinion of the Agent to verify the accuracy of such certification. In the event or circumstance at its Corporate Trust Office from that the Depositor or Agent has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to this SECTION 8.18, the Agent shall give the Collateral Agent written notice to such effect, following receipt of which the Collateral Agent shall not make a distribution to the Servicer in an Officer’s Certificate or written notice respect of such event amount, or circumstance if the Servicer prior thereto has been reimbursed, the Collateral Agent shall withhold such amounts from the Holders of Notes 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. The Servicer shall remit amounts otherwise distributable to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing next succeeding Distribution Date.