Common use of Collections Clause in Contracts

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 Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department).

Collections. The (a) On or prior to the Closing Date, the Master Servicer shall (open, or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans)be opened, and all related Liquidation Proceeds and Recoveriesshall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "Wells Fargo Bank, National Association, as collected during Master Servicer for LaSalle ▇▇▇▇ National Association, as Trustee for the Collection Period. Notwithstanding the foregoingHolders of Bear Stearns Commercial Mortgage Securities Inc., for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s longCommercial Mortgage Pass-term debt is rated at least “A-” by S&P and “A3” by T▇▇▇▇▇’▇ and Certificates, Series 2005-TOP18" (iv) the "Certificate Account"). On or prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "Wells Fargo Bank, National Association, as Master Servicer for LaSalle ▇▇▇▇ National Association, as Trustee for the Holders of Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-T▇▇▇▇▇▇ Certificates, Series 2005-TOP18" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or shall cause the applicable its Primary Servicer's or its Sub-Servicers toServicer's) remit right to direct payments and investments and its rights of withdrawal under this Agreement. (c) On the Closing Date, the Master Servicer shall deposit the Initial Deposit delivered to it by the Depositor on that date into the Certificate Account. The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such collections deposit on the Business Day following receipt, within two 3 Business Days of receipt thereof discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the AdministratorMaster Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Administrator need not deposit such collections into the Group I Collection Account Sub-Account Mortgage Loans, any Serviced Companion Mortgage Loan or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, any B Note due on or before the Business Day preceding each Monthly Servicing Payment Cut-Off Date which shall be remitted to the Depositor (provided that is not a Distribution Date, the Administrator shall Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Certificate Account, as applicable(II) shall, that portion of such amounts received by it that is equal rather than deposit them in the Certificate Account, directly remit to the related Master Primary Servicer the Primary Servicing Fee Fees payable on such date. In as provided in Section 5.2(a)(iv)(unless already retained by the event that any Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Departmentexcess servicing rights).):

Collections. The Master (a) Subject to the provisions of subsection (b) below, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loansi) all payments by or on behalf of the Obligors (including, subject to the next two sentences, Payaheads on the Receivables and Rule of 78's Payments, but excluding payments with respect to Purchased Receivables and amounts included in the Group I and Group II Student Loans, respectively (Supplemental Servicing Fee other than Purchased Student LoansRule of 78's Payments), including amounts treated as collections on Final Payment Receivables pursuant to Section 3.2(d) and (ii) all related Liquidation Proceeds and all Recoveries, received by the Servicer during any Collection Period, as collected during soon as practicable, but in no event after the close of business on the second Business Day after receipt thereof. Collections of Payaheads and Rule of 78's Payments shall be deposited in the Collection PeriodAccount, pursuant to the preceding sentence for purposes of administrative convenience only, pending, with respect to Payaheads, determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(e)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and such amounts shall not be transferred to the Collection Account until due, and with respect to Rule of 78's Payments, determination of such payments, which payments upon determination shall be made to the Servicer, and the Trust shall not be entitled to such amounts. MMCA, for so long as it is acting as the Servicer, may make remittances of collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 4.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 4.2, the Servicer shall remit collections received during a Collection Period to the Collection Account in immediately available funds on the Business Day prior to the related Payment Date but only for so long as each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, for so long as if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (i) Key Bank USAwhich may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), National Association (if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from the Rating Agencies that such alternative remittance schedule will not result in the downgrading or its Affiliate) is withdrawal by the Administrator, Rating Agencies of the ratings then assigned to the Notes and the Certificates. The Owner Trustee or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) no Administrator Default shall have occurred and be continuing, or (iii) of the Administrator’s long-term debt is rated at least “A-” definition of Monthly Remittance Condition that would require daily remittance by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances the Servicer to the applicable sub-account Collection Account unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or written notice from the Holders of Notes evidencing not less than 25% of the principal balance of the then outstanding Notes or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or an Authorized Officer in the Corporate Trust Office with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. (b) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Collection Account, as soon as practicable, but in no event after the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed to have been satisfied close of business on the Closing Date) (and any conditions or limitations imposed second Business Day after receipt thereof by the Rating Agencies in connection therewith are complied with), the Master Servicer shall subservicer (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof but subject to the Administrator, and provisions of Section 4.2(a)) the Administrator need not deposit such collections into amounts referred to in Section 4.2(a) in respect of a Receivable being serviced by the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)subservicer.

Collections. The Master (a) Except as otherwise provided in this Agreement, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments received by or on behalf of the Obligors with on or in respect to of the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans), excluding payments on the Warranty Receivables or the Administrative Receivables) and all related Net Liquidation Proceeds and Recoveries, as collected during not later than the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one second Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt after identification thereof. For purposes of this Article V, the phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly 40 (Nissan 2014-A Sale and Servicing Agreement) Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)such alternative remittance schedule.

Collections. The Master (a) Except as otherwise provided in this Agreement, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments received by or on behalf of the Obligors with on or in respect to of the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans), excluding payments on the Warranty Receivables or the Administrative Receivables) and all related Net Liquidation Proceeds and Recoveries, as collected during not later than the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one second Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt after identification thereof. For purposes of this Article V, the phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to 40 (Nissan 2014-B Sale and Servicing Agreement) the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)such alternative remittance schedule.

Collections. (a) 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 Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all collected funds received from payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans)Receivables, and all related Liquidation Proceeds and Recoveries, both as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key the Bank USA, National Association (or its Affiliate) is the AdministratorServicer, (ii) no Administrator Default Event of Servicing Termination shall have occurred and be continuing, (iii) the Administrator’s long-term unsecured debt is obligations of the Bank are rated at least “A-” A3 by S&P Moody's and “A3” A- by ▇▇▇▇▇’▇ and Standard & Poor's, (iv) prior to ceasing daily remittances to the applicable subshort-account term unsecured debt obligations of the Collection AccountBank are rated at least P-1 by Moody's and A1 by Standard & Poor's, and (v) the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereofTransfer Date. For purposes of this Article V, IV the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to the Group I Receivables by Persons other than the Servicer, the Seller or Group II Student Loansthe Depositor. (b) All collections for the Collection Period shall be applied by the Servicer as follows: with respect to each Receivable (other than a Purchased Receivable), as applicable, payments by or on behalf of borrowers thereof the Obligor shall be applied first to reduce Outstanding Advances as described in Section 4.8(a). Next, any excess shall be applied, in the case of Actuarial Receivables, to the Scheduled Payment and, shall be applied in the case of Simple Interest Receivables, to interest and principal in accordance with the Simple Interest Method. With respect to Actuarial Receivables, any remaining excess shall be added to the Payahead Balance, and shall be applied to prepay the Actuarial Receivable, but only if the sum of such excess and the Guarantors previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full. Otherwise, any such remaining excess payments shall constitute a Payahead and shall increase the Payahead Balance. (but excluding c) All Liquidation Proceeds shall be applied by the Department)Servicer to the related Receivable in accordance with the Servicer's customary servicing procedures.

Collections. The Master Servicer shall (or shall Such Seller Party will cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administratorall checks representing Collections and Securitization Charge Collections to be remitted to a Lock-Box, (ii) no Administrator Default shall have occurred all other amounts in respect of Collections and Securitization Charge Collections to be continuingdeposited directly to a Collection Account, (iii) all proceeds from all Lock-Boxes to be deposited by the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and Servicer into a Collection Account, (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed to have been satisfied on the Closing Date) (and any conditions or limitations imposed by the Rating Agencies all funds in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections into the Group I each Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that which is not a Distribution Date, the Administrator shall deposit into the Group I Specified Account to be remitted to a Specified Account as soon as is reasonably practicable and (v) each Specified Account to be subject at all times to a Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it Agreement that is equal to the related Master Servicing Fee payable on such datein full force and effect. In the event that any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, Seller will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the foregoing conditions for ceasing daily remittances shall no longer be satisfiedAdministrative Agent and the Purchasers. Seller will maintain exclusive ownership, then dominion and control (subject to the Administrator shall deposit all collections held by it into the Group I terms of this Agreement) of each Lock-Box and Collection Account Suband shall not grant the right to take dominion and control of any Lock-Account Box or the Group II Collection Account Sub-Accountat a future time or upon the occurrence of a future event to any Person, except to the Administrative Agent as applicable, within two Business Days of receipt thereofcontemplated by this Agreement and the Intercreditor Agreement. For purposes of this Article VUpon not less than 30 days prior written notice to the Seller and the Servicer, the phrase “payments by or on behalf of Obligors” Administrative Agent may, in its reasonable discretion, designate additional Collection Accounts as Specified Accounts and such Specified Accounts shall mean payments made with respect be subject to the Group I or Group II Student Loansrequirement set forth in clause (v) above. On the date which is 30 days after the first day of a Level Three Enhancement Period, as applicable, by or on behalf of borrowers thereof all Collection Accounts shall be Specified Accounts and such Specified Accounts shall be subject to the Guarantors requirement set forth in clause (but excluding the Department)v) above.

Collections. (a) 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 Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans), Receivables) and all related Net Liquidation Proceeds and RecoveriesProceeds, both as collected during the Collection PeriodMonthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is Franklin Capital remains the AdministratorServicer, (ii) no Administrator Servicer Default shall have occurred and be continuing, (iii) the AdministratorServicer’s long-(or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term debt is obligations are rated at least “A-A-1” by S&P Standard & Poor’s and “A3Prime-1” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the AdministratorCollection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and the Administrator for its own benefit and need not deposit such segregate collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereoffrom its own funds. For purposes of this Article V, V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I Receivables by Persons other than the Servicer or Group II Student Loans, as applicable, the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts 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 behalf the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of borrowers thereof such amounts and the Guarantors (but excluding provision of such information to the Department)Indenture Trustee and the Indenture Administrator.

Collections. The (a) On or prior to the Closing Date, the Master Servicer shall (open, or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans)be opened, and all related Liquidation Proceeds and Recoveriesshall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as collected during Master Servicer for LaSalle Bank National Association, as Trustee for the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by Holders of ▇▇▇▇▇’▇ and ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (iv) the "Certificate Account"). On or prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or shall cause the applicable its Primary Servicer's or its Sub-Servicers toServicer's) remit right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such collections deposit on the Business Day following receipt, within two 3 Business Days of receipt thereof discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the AdministratorMaster Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Administrator need not deposit such collections into the Group I Collection Account Sub-Account Mortgage Loans, any Serviced Companion Mortgage Loan or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, any B Note due on or before the Business Day preceding each Monthly Servicing Payment Cut-Off Date which shall be remitted to the Depositor (provided that is not a Distribution Date, the Administrator shall Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Certificate Account, as applicable(II) shall, that portion of such amounts received by it that is equal rather than deposit them in the Certificate Account, directly remit to the related Master Primary Servicer the Primary Servicing Fee Fees payable on such date. In as provided in Section 5.2(a)(iv)(unless already retained by the event that any Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Departmentexcess servicing rights).):

Collections. The Master Servicer (a) Obligors shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof have been instructed to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) make all payments by or on behalf in respect of the Obligors with respect Receivables to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account one of the Collection AccountAccounts. Each of the Company and the Master Servicer represents, warrants and agrees that all Collections shall be collected, processed and deposited by it pursuant to, and in accordance with the terms of, the Rating Agency Condition shall have been satisfied (which Pooling and Servicing Agreements. Without limiting the parties hereto agree shall be deemed to have been satisfied on generality of the Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with)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 Collection Account or Master Collection Account. All Collections in the Collection Accounts or Master Collection Accounts shall cause be transferred to the applicable Sub-Servicers to) remit such collections within two Company Concentration Accounts by no later than 12:30 p.m. London time on the next Business Days Day following the day of receipt thereof to of Collections in the Administrator, and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such dateAccounts. In the event that any payments in respect of any Receivable are made directly to the Master Servicer or any Local Servicer, the Master Servicer or the Local Servicer shall, within one (1) Business Day of receipt thereof, deliver or deposit such amounts to the appropriate currency Company Concentration Account and, prior to forwarding such amounts, the Master Servicer or the Local Servicer shall hold such payments on behalf of the foregoing conditions for ceasing daily remittances Company. (b) The Master Servicer shall no longer be satisfied, then administer amounts on deposit in the Administrator Collection Accounts and the Master Collection Accounts in accordance with the terms hereof and in the Pooling and Servicing Agreements. The Trustee (at the direction of the Master Servicer) shall administer amounts on deposit all collections held by in the Company Concentration Accounts in accordance with the terms of the Pooling and Servicing Agreements. Each of the Company and the Master Servicer acknowledges and agrees that (i) it into the Group I shall not have any right to withdraw any funds on deposit in any Collection Account Sub-Account or and the Group II Master Collection Account Sub-except pursuant to the terms hereof and the Pooling and Servicing Agreements and (ii) all amounts deposited in any Company Concentration Account shall be under the sole dominion and control of the Trustee (in each case pursuant to the security interest granted by the Company under the Pooling Agreement), subject to the Master Servicer's rights to direct the applications and transfers of any such amounts as provided by the terms of any Pooling and Servicing Agreements, such directions to be included in the Daily Report. (c) If the Collections received in respect of a Receivable that is not set forth in a Daily Report can be identified by the Master Servicer within five (5) Local Business Days of receipt, the Master Servicer shall send written notice to the Trustee identifying such Receivable and setting forth the amount of Collections attributable to such Receivable. If the Trustee shall have received such written notice within five (5) Local Business Days of the Local Business Day on which such Collections have been deposited into a Collection Account, such Collections shall be transferred to the relevant Company Receipts Account by the Trustee. If the Collections received with respect to an Excluded Receivable can be identified by the Master Servicer immediately upon receipt of such Collections in any Collection Account, such Collections may be transferred to the relevant Company Receipts Account by the Trustee in accordance with the Daily Report, such transfers to be made in accordance with Section 3.01(d)(vii) of the Pooling Agreement. If the Collections with respect to such Excluded Receivable cannot be immediately identified by the Master Servicer upon receipt, such Collections shall be allocated as set forth in subsections 3.01(d), 3.01(e), 3.01(f), ------------------- ------- ------- 3.01(g) and 3.01(h) of the Pooling Agreement, as applicable. ------- ------- (d) The Master Servicer hereby agrees that if the Master Servicer can attribute a Collection to a specific Obligor and a specific Receivable, within two Business Days then such collection shall be applied to pay such Receivable of receipt thereof. For purposes such Obligor; provided, however, that if the Master Servicer cannot attribute a -------- ------- Collection to a specific Receivable, then such Collection shall be applied to pay the Receivables of this Article Vsuch Obligor in the order of maturity of such Receivables, beginning with the phrase “payments by Receivable that has been outstanding the longest period of time and ending with the Receivable that has been outstanding the shortest period of time. (e) The Master Servicer shall procure the Forward Rates from the FX Counterparty or on behalf of Obligors” shall mean payments made with respect the Funding Agent in order to prepare the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof Daily Report and the Guarantors Monthly Settlement Report and the Company shall procure the Spot Rates from the FX Counterparty or the Funding Agent in order to make the distributions from the Series Concentration Accounts set forth in Sections 3.01(d), (but excluding e), (f), (g) and (h) of the Department)Pooling Agreement.

Collections. The Master (a) Except as otherwise provided in this Agreement, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments received by or on behalf of the Obligors with on or in respect to of the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans), excluding payments on the Warranty Receivables or the Administrative Receivables) and all related Net Liquidation Proceeds and Recoveries, as collected during not later than the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one second Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt after identification thereof. For purposes of this Article V, the phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. 40 (Nissan 2012-B Sale and Servicing Agreement) (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)such alternative remittance schedule.

Collections. The Master (a) Except as otherwise provided in this Agreement, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments received by or on behalf of the Obligors with on or in respect to of the Group I Receivables (excluding payments on the Warranty Receivables or the 40 (Nissan 2015-A Sale and Group II Student Loans, respectively (other than Purchased Student Loans), Servicing Agreement) Administrative Receivables) and all related Net Liquidation Proceeds and Recoveries, as collected during not later than the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one second Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt after identification thereof. For purposes of this Article V, the phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). 41 (Nissan 2015-A Sale and Servicing Agreement) (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)such alternative remittance schedule.

Collections. The (a) On or prior to the Closing Date, the Master Servicer shall (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 applicable Sub-Servicers to) remit within two Business Days name of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or “Bank of America, National Association, as Master Servicer on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and RecoveriesU.S. Bank National Association, as collected during Trustee for the Collection Period. Notwithstanding benefit of the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by Holders of M▇▇▇▇▇ S▇▇▇▇▇’▇ and Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C5” (ivthe “Collection Account”). (b) On or prior to ceasing daily remittances to the applicable sub-account of date the Master Servicer shall first deposit funds in a Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 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 to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer’s (or shall cause the applicable its Sub-Servicers toServicer’s) remit such collections within two Business Days right to direct payments and investments and its rights of receipt thereof withdrawal under this Agreement. (c) On the Closing Date, the Depositor shall deliver to the Administrator, Master Servicer the Initial Deposit and the Administrator need not Master Servicer shall deposit such collections into the Group I Collection Account Sub-Account the Initial Deposit on that date. The Master Servicer shall deposit, or cause to be deposited, into the Group II Collection Account Sub-Account, as applicable, until one on the Business Day immediately prior following receipt of properly identified funds, the following amounts received by it (including amounts remitted to the next following Distribution Date; providedMaster Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), howeverother than in respect of interest and principal on the Mortgage Loans, that, notwithstanding the foregoing, any Serviced Companion Loan or any B Note due on or before the Business Day preceding each Monthly Servicing Payment Date Cut-Off Date, which shall be remitted to the Depositor: (A) Principal: all payments on account of principal, including 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 payments on account of interest on the Mortgage Loans, any Serviced Companion Loan and any B Note (minus any portion of any such payment that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal allocable to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect period prior to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof Cut-Off Date which shall be remitted to the Depositor and excluding Interest Reserve Amounts to be deposited in the Guarantors (but excluding the DepartmentInterest Reserve Account pursuant to Section 5.3 below).;

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 Sub-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 Group I Student Loans) or close of business on the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loanssecond Business Day after such receipt; provided, respectively (other than Purchased Student Loans)however, and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, that for so long as (i) Key Bank USA, National Association (or its Affiliate) CarMax is the AdministratorServicer, (ii) no Administrator Default Event of Servicing Termination shall have occurred and be continuing, continuing and (iii) the AdministratorCarMax’s longshort-term unsecured debt is rated at least “A-F1” by S&P Fitch and “A3P-1” by ▇▇▇▇▇’▇ and Moody’s (iv) prior to ceasing daily remittances the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the applicable sub-account 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 Rating Agency Condition 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 have been satisfied (which the parties hereto agree shall not be deemed to have been satisfied on knowledge of any event or circumstance under clauses (ii) or (iii) of the Closing Date) (and any conditions or limitations imposed definition of Monthly Remittance Condition that would require daily remittance by the Rating Agencies in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account unless the Owner Trustee or the Group II Collection Account Sub-AccountIndenture Trustee, as applicable, until one Business Day immediately prior to has received notice of such event or circumstance at its Corporate Trust Office from the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account Depositor or the Group II Collection Account Sub-AccountServicer 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, that portion has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by it that is equal to 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 Master Servicing Fee payable on such date. In Receivable has been classified as a Defaulted Receivable)) during the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (period from but excluding the Department)Cutoff Date to and including the second Business Day preceding the Closing Date.

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 Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to on the Group I Receivables, all Insurance Proceeds, all Liquidation Proceeds, proceeds from any Dealer Liability, proceeds from any NITC Purchase Obligations and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Periodproceeds from any Guaranties within two Business Days after receipt thereof. Notwithstanding the foregoing, the Servicer shall not be required to remit such collections within such two Business Days but may remit collections received during a Monthly Period to the Collection Account in immediately available funds on the Business Day immediately preceding the related Distribution Date but only for so long as (i) Key Bank USA, National Association (or its Affiliate) NFC is the AdministratorServicer, (ii) no Administrator Default shall have occurred and be continuing, (iiix) the Administrator’s longServicer satisfies the requirements for monthly remittances established by the Rating Agencies initially rating the Securities, and upon the satisfaction of such requirements, the Rating Agencies which initially rated the Securities reaffirm the rating of the Securities at the level at which they would be rated if collections were remitted within two Business Days, or (y) the short-term unsecured debt is obligations of NFC are rated at least “A-” A-1+ by S&P Standard & Poor's Ratings Services and “A3” P-1 by ▇▇▇▇▇’'▇ Investors Service, Inc., and (iviii) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition a Servicer Default shall not have been satisfied (which the parties hereto agree occurred and be continuing. The Indenture Trustee shall not be deemed to have been satisfied on knowledge of any event or circumstance under clause (iii) of the Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such collections immediately preceding sentence that would require remittance within two Business Days of receipt thereof by the Servicer to the Administrator, and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account unless the Indenture Trustee has received notice of such event or circumstance from the Seller or the Group II Collection Account Sub-Account, Servicer in an Officer's Certificate or from Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Notes as applicable, until one Business Day immediately prior to of the next following close of the preceding Distribution Date; provided, however, that, notwithstanding Date or from Certificateholders whose Certificates evidence not less the foregoing, on 25% of the Voting Interests thereof or before unless a Responsible Officer in the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereofcircumstance. For purposes of this Article V, V the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to by Persons other than the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)Servicer.

Collections. The Master (a) Except as otherwise provided in this Agreement, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof daily to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments received by or on behalf of the Obligors with on or in respect to of the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans)than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all related Net Liquidation Proceeds and Recoveries, as collected during the Collection Periodwithin two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) TMCC is the AdministratorServicer, (ii) either (a) TMCC's short-term unsecured debt is rated P-1 by Moody's and A-1 by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (b) certain arrangements are made that are acceptable to the Rating Agencies and (iii) no Administrator Servicing Default or Event of Default shall have occurred and be continuing, continuing (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Accountcollectively, the Rating Agency Condition shall have been satisfied (which the 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"Monthly Remittance Conditions"), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Conditions is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days of after receipt thereof to the Administrator, and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, thereof. (b) Except as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Dateotherwise provided in this Agreement, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator Servicer shall deposit all collections held by it into Payments Ahead in the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). For purposes of this Article VNotwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the phrase “payments by or on behalf of Obligors” Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall mean payments made with respect be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Group I Collection Account pursuant to Section 5.06(a)(ii). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Group II Student LoansPayment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Condition), as applicableif the Servicer provides to the Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the qualification, by reduction or on behalf withdrawal of borrowers thereof and the Guarantors (but excluding rating then assigned to any Class of Notes or the Department)Certificates.

Collections. (a) 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 Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans), Receivables) and all related Net Liquidation Proceeds and RecoveriesProceeds, both as collected during the Collection PeriodMonthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is Franklin Capital remains the AdministratorServicer, (ii) no Administrator Servicer Default shall have occurred and be continuing, (iii) there exists no Insurer Default, (iv) the Administrator’s long-Servicer's (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital's obligations acceptable to the Rating Agencies and the Security Insurer, then the Representative's) short term debt is obligations are rated at least “A-” A-1 by S&P Standard & Poor's and “A3” P-1 by ▇▇▇▇▇’▇ Moody's and (ivv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (v) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the AdministratorCollection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and the Administrator for its own benefit and need not deposit such segregate collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereoffrom its own funds. For purposes of this Article V, V the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to the Group I Receivables by Persons other than the Servicer or Group II Student Loans, as applicable, the Seller. (b) The Servicer will be entitled to be reimbursed from amounts 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 behalf the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of borrowers thereof such amounts and the Guarantors 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 (but excluding unless an Insurer Default shall have occurred and be continuing) give the DepartmentTrustee notice to such effect, following receipt of which the Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 5.6(a)(i), or if the Servicer prior thereto has been reimbursed pursuant to Section 5.6(a)(i) or Section 5.9, the Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Distribution Date.

Collections. The Master (a) Except as otherwise provided in this Agreement, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments received by or on behalf of the Obligors with on or in respect to of the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans), excluding payments on the Warranty Receivables or the Administrative Receivables) and all related Net Liquidation Proceeds and Recoveries, as collected during not later than the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one second Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt after identification thereof. For purposes of this Article V, the phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. 42 (Nissan 2015-C Sale and Servicing Agreement) (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)such alternative remittance schedule.

Collections. The Master (a) Subject to the provisions of subsection (b) below, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loansi) all payments by or on behalf of the Obligors (including, subject to the next two sentences, Payaheads on the Receivables, but excluding payments with respect to Purchased Receivables and amounts included in the Group I and Group II Student Loans, respectively (other than Purchased Student LoansSupplemental Servicing Fee), including amounts treated as collections on Balloon Payment Receivables and Final Payment Receivables pursuant to Section 3.2(d) and (ii) all related Liquidation Proceeds and all Recoveries, received by the Servicer during any Collection Period, as collected during soon as practicable, but in no event after the close of business on the second Business Day after receipt thereof. Collections of Payaheads shall be deposited in the Collection PeriodAccount, pursuant to the preceding sentence for purposes of administrative convenience only, pending determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(e)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and such amounts shall not be transferred to the Collection Account until due. MMCA, for so long as it is acting as the Servicer, may make remittances of collections on a less frequent basis than that specified in the immediately preceding paragraph. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 4.2(a) and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 4.2(a), the Servicer shall remit collections received during a Collection Period to the Collection Account in immediately available funds on the Business Day prior to the related Payment Date but only for so long as each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, for so long as if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (i) Key Bank USAwhich may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), National Association (if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from the Rating Agencies that such alternative remittance schedule will not result in the downgrading or its Affiliate) is withdrawal by the Administrator, Rating Agencies of the ratings then assigned to the Notes and the Certificates. The Owner Trustee or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) no Administrator Default shall have occurred and be continuing, or (iii) of the Administrator’s long-term debt is rated at least “A-” definition of Monthly Remittance Condition that would require daily remittance by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances the Servicer to the applicable sub-account Collection Account unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or written notice from the Holders of Notes evidencing not less than 25% of the principal balance of the then outstanding Notes or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer in the Corporate Trust Office with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. (b) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Collection Account, as soon as practicable, but in no event after the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed to have been satisfied close of business on the Closing Date) (and any conditions or limitations imposed second Business Day after receipt thereof by the Rating Agencies in connection therewith are complied with), the Master Servicer shall subservicer (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof but subject to the Administrator, and provisions of Section 4.2(a)) the Administrator need not deposit such collections into amounts referred to in Section 4.2(a) in respect of a Receivable being serviced by the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)subservicer.

Collections. The Master (a) Except as otherwise provided in this Agreement, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively Collections (other than Purchased Student Loans)payments on Repurchased Receivables) not later than the second Business Day after identification thereof; provided, and all related Liquidation Proceeds and Recoverieshowever, as collected that if the Monthly Remittance Condition is satisfied, then the Servicer shall not be required to deposit into the Collection Account an amount equal to the Collections received during the related Collection PeriodPeriod until the Business Day before each Distribution Date. Notwithstanding the foregoing, for so long as The “Monthly Remittance Condition” shall be deemed to be satisfied if (i) Key Bank USA, National Association (or its Affiliate) NMAC is the Administrator, Servicer and (ii) no Administrator Default shall have occurred and be continuing, (iii) the AdministratorNMAC’s longshort-term unsecured debt is obligations are rated [at least “A-F2” by S&P and Fitch[,] [and]] [at least “A3P-1” by ▇▇▇▇▇’▇ ▇] [and at least “A-1” by S&P]. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which the Monthly Remittance Condition is not satisfied, all Collections then held by the Servicer shall be immediately deposited into the Collection Account and all future Collections on or in respect of the Receivables (ivother than payments on Repurchased Receivables) prior to ceasing daily remittances and all Net Liquidation Proceeds shall be remitted by the Servicer to the applicable sub-account of Collection Account not later than the second Business Day after identification thereof. Notwithstanding the foregoing, the Servicer may remit Collections to the Collection Account on any other alternate remittance schedule (but not later than the related Distribution Date) if the Rating Agency Condition is satisfied with respect to such alternate remittance schedule. Pending deposit into the Collection Account, Collections may be commingled and used by the Rating Agency Condition shall have been satisfied Servicer at its own risk and are not required to be segregated from its own funds. 41 (which the parties hereto agree shall be deemed to have been satisfied NAROT 20[ ]-[ ] Sale and Servicing Agreement) (b) [The Indenture Trustee will promptly, on the Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with)date of receipt, the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts all Net [Swap][Cap] Receipts received by it that is equal to under the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)Interest Rate [Swap][Cap] Agreement in immediately available funds.]

Collections. The Master All payments received by the Servicer in respect of Accounts and applied by the Servicer to payment of Privileged Assets Billed Amounts shall (or shall cause be treated in the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (same manner as Collections with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (Receivables for purposes of this Agreement. The Servicer will apply all Collections with respect to the Group II Student LoansReceivables for each Due Period as described in this Article IV and each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account on the Date of Processing of such Collections. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as, and only so long as, TRS or an Affiliate of TRS shall be the Servicer hereunder and (i) all payments maintain a short-term credit rating (which may be an implied rating) of P-1 by Moody's and of A-1 by Standard & Poor's, or on behalf of the Obligors (ii) obtain a guarantee with respect to the Group I Servicer's deposit and Group II Student Loanspayment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody's and of A-1+ by Standard & Poor's, respectively or (other than Purchased Student Loansiii) obtains a written notification from each Rating Agency to the effect that such Rating Agency does not intend to downgrade or withdraw its then current rating of any outstanding Series of Certificates despite the Servicer's inability to satisfy the rating requirement specified in clause (i), and all related Liquidation Proceeds and Recoveries, as collected during for two Business Days following any reduction of either such rating or failure to satisfy the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, conditions of either clause (ii) no Administrator Default shall have occurred and be continuing, or (iii), the Servicer may, but need not, deposit Collections or amounts received from the Transferors pursuant to subsection 2.04(d)(iii) or subsection 3.08(a) into the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) Collection Account or make payments to the holder of the Exchangeable Transferor Certificate prior to ceasing daily remittances the close of business on the Date of Processing, but rather may make a single deposit in the Collection Account in immediately available funds on the Business Day prior to each Distribution Date in an amount equal to the applicable sub-account sum of amounts received from the Transferors pursuant to subsection 2.04(d)(iii) and subsection 3.08(a) with respect to the Due Period for each such Distribution Date and the Collections with respect to the Due Period for each such Distribution Date to the extent such amounts and Collections are allocated to the Investor Certificateholders in accordance with Article IV. Collections shall not be required to be invested in Eligible Investments until such time as they are deposited into the Collection Account. The Servicer shall notify the Trustee of any downgrade or withdrawal of its short-term credit rating. Should the Servicer be required to make daily deposits of Collections into the Collection Account pursuant to this subsection, during any Amortization Period or Accumulation Period, the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed Servicer may cease depositing Principal Collections received in any Due Period and allocable to have been satisfied on the Closing Date) (a Series in any Amortization Period or Accumulation Period at such time as an amount of Principal Collections allocable to such Series and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections deposited into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Principal Funding Account, as applicable, until one Business Day immediately prior equals the amount of principal scheduled or permitted to be paid or deposited on the next succeeding Distribution Date with respect to such Series. Principal Collections allocable to such Series in excess of such amount shall, subject to the provisos in subsection 4.01(f) and the next following Distribution Date; providedsucceeding paragraph, howeverbe distributed on a daily basis as they are collected to the Transferors. Should the Servicer be required to make daily deposits of Collections into the Collection Account pursuant to this subsection, that, notwithstanding the foregoing, on during any Amortization Period or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution DateAccumulation Period, the Administrator shall deposit Servicer may cease depositing Excess Principal Collections received with respect to a Due Period at such time as such Excess Principal Collections deposited into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Principal Funding Account, as applicable, that portion of with respect to each Series in an Amortization Period or Accumulation Period together with Principal Collections allocable to such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it Series and deposited into the Group I Collection Account Sub-with respect to such Due Period equals the amount of principal scheduled or permitted to be paid or deposited with respect to such Series on the next succeeding Distribution Date. Should the Servicer be required to make daily deposits of Collections in the Collection Account or Principal Funding Account pursuant to this subsection, Excess Principal Collections in excess of amounts allocable to Series which are in their Amortization Period or Accumulation Period and deposited in the Group II Collection Account Sub-or Principal Funding Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect pursuant to the Group I or Group II Student Loanspreceding sentence shall, as applicablesubject to the provisos in subsection 4.01(f), by or be distributed to the Transferors on behalf of borrowers thereof and the Guarantors (but excluding the Department)a daily basis.

Collections. The Master (a) Except as otherwise provided in this Agreement, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments received by or on behalf of the Obligors with on or in respect to of the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans), excluding payments on the Warranty Receivables or the Administrative Receivables) and all related Net Liquidation Proceeds and Recoveries, as collected during not later than the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one second Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt after identification thereof. For purposes of this Article V, the phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Rating Agency Condition shall have been satisfied with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)such alternative remittance schedule.

Collections. The Master (a) Subject to the provisions of subsection (b) below, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loansi) all payments by or on behalf of the Obligors (including, subject to the next two sentences, Payaheads on the Receivables and Rule of 78's Payments, but excluding payments with respect to Purchased Receivables and amounts included in the Group I and Group II Student Loans, respectively (Supplemental Servicing Fee other than Purchased Student LoansRule of 78's Payments), including amounts treated as collections on Final Payment Receivables pursuant to Section 3.2(d) and (ii) all related Liquidation Proceeds and all Recoveries, received by the Servicer during any Collection Period, as collected during soon as practicable, but in no event after the close of business on the second Business Day after receipt thereof. Collections of Payaheads and Rule of 78's Payments shall be deposited in the Collection PeriodAccount, pursuant to the preceding sentence for purposes of administrative convenience only, pending, with respect to Payaheads, determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(g)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and such amounts shall not be transferred to the Collection Account until due, and with respect to Rule of 78's Payments, determination of such payments, which payments upon determination shall be made to the Servicer, and the Trust shall not be entitled to such amounts. MMCA, for so long as it is acting as the Servicer, may make remittances of collections on a less frequent basis than that specified in the immediately preceding paragraph. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 4.2(a) and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 4.2(a), the Servicer shall remit collections received during a Collection Period to the Collection Account in immediately available funds on the Business Day prior to the related Payment Date but only for so long as each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, for so long as if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (i) Key Bank USAwhich may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), National Association (if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from the Rating Agencies that such alternative remittance schedule will not result in the downgrading or its Affiliate) is withdrawal by the Administrator, Rating Agencies of the ratings then assigned to the Notes and the Certificates. The Owner Trustee or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) no Administrator Default shall have occurred and be continuing, or (iii) of the Administrator’s long-term debt is rated at least “A-” definition of Monthly Remittance Condition that would require daily remittance by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances the Servicer to the applicable sub-account Collection Account unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or written notice from the Holders of Notes evidencing not less than 25% of the principal balance of the then outstanding Notes or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer in the Corporate Trust Office with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. (b) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Collection Account, as soon as practicable, but in no event after the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed to have been satisfied close of business on the Closing Date) (and any conditions or limitations imposed second Business Day after receipt thereof by the Rating Agencies in connection therewith are complied with), the Master Servicer shall subservicer (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof but subject to the Administrator, and provisions of Section 4.2(a)) the Administrator need not deposit such collections into amounts referred to in Section 4.2(a) in respect of a Receivable being serviced by the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)subservicer.

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 Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to on the Group I Receivables, all Insurance Proceeds, all Liquidation Proceeds, proceeds from any Dealer Liability, proceeds from any International Purchase Obligations and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Periodproceeds from any Guaranties within two Business Days after receipt thereof. Notwithstanding the foregoing, the Servicer shall not be required to remit such collections within such two Business Days but may remit collections received during a Monthly Period to the Collection Account in immediately available funds on the Business Day immediately preceding the related Distribution Date but only for so long as (i) Key Bank USA, National Association (or its Affiliate) NFC is the AdministratorServicer, (ii) no Administrator Default shall have occurred and be continuing, (iiix) the Administrator’s longServicer satisfies the requirements for monthly remittances established by the Rating Agencies initially rating the Securities, and upon the satisfaction of such requirements, the Rating Agencies which initially rated the Securities reaffirm the rating of the Securities at the level at which they would be rated if collections were remitted within two Business Days or (y) the short-term unsecured debt is obligations of NFC are rated at least “A-” A-1+ by S&P and “A3” P-1 by ▇▇▇▇▇’'▇ Investors Service, Inc., and (iviii) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition a Servicer Default shall not have been satisfied (which the parties hereto agree occurred and be continuing. The Indenture Trustee shall not be deemed to have been satisfied on knowledge of any event or circumstance under clause (iii) of the Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such collections immediately preceding sentence that would require remittance within two Business Days of receipt thereof by the Servicer to the Administrator, and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account unless the Indenture Trustee has received notice of such event or circumstance from the Seller or the Group II Collection Account Sub-Account, Servicer in an Officer's Certificate or from Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Voting Notes as applicable, until one Business Day immediately prior to of the next following close of the preceding Distribution Date; provided, however, that, notwithstanding Date or unless a Responsible Officer in the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereofcircumstance. For purposes of this Article V, V the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to by Persons other than the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)Servicer.

Collections. The Master Servicer shall set aside and hold in trust as property of the Borrower for the benefit of the Secured Parties (or or, if so requested by the Administrative Agent, segregate in a separate account designated by the Administrative Agent, which shall cause be an account maintained and controlled by the applicable Sub-Servicers to) remit within two Business Days Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of receipt thereof to payments set forth below, all Collections on Pool Receivables that are received by the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) Servicer or the Group II Collection Account SubBorrower or received in any Lock-Account (with respect to the Group II Student Loans) all payments by Box or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, thatthat so long as each of the conditions precedent set forth in Section 5.03 are satisfied with respect thereto, notwithstanding the foregoingServicer may release to the Borrower (for its own account) from such Collections the amount it determines in its sole discretion (each such release, on or before the Business Day preceding a “Release”). On each Monthly Servicing Payment Date that is not a Distribution Settlement Date, the Administrator shall deposit into Servicer (or, following its assumption of control of the Group I Collection Account Sub-Account Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 12.01 in respect of such payments), plus, if applicable, the Group II Collection Account Sub-Accountamount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 12.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clauses (x), (y) and/or (z) below, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department).:

Collections. The Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof Until Agent notifies Borrower to the Group I Collection Account Sub-Account (with respect contrary, Borrower may make collection of all Receivables for Agent by directing all account debtors and other third parties to remit all payments owing to Borrower to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed to have been satisfied on the Closing Date) (and any conditions or limitations imposed by the Rating Agencies lockbox established in connection therewith are complied with), with the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Blocked Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that Borrower shall nevertheless directly receive any payments or other financial proceeds of any Collateral, Borrower shall receive all payments in trust for Agent and Lenders and immediately deliver all payments to Agent, for its benefit and the ratable benefit of the foregoing conditions for ceasing daily remittances shall no longer Lenders, in their original form as set forth below, duly endorsed in blank or cause the same to be satisfied, then the Administrator shall deposit all collections held by it deposited into the Group I Collection Account Sub-a Blocked Account or Dominion Account. Agent or its designee may, at any time during the Group II Collection Account Sub-Accountexistence of an Event of Default, as applicablenotify account debtors that the Receivables have been assigned to Agent, within two for its benefit and the benefit of the Lenders, and of Agent's security interest therein, and may collect the Receivables directly and charge the collection costs and expenses to Borrower's loan account. Borrower agrees that, in computing the charges under this Agreement, all items of payment shall be deemed applied by Agent on account of the Obligations TWO (2) Business Days after receipt by Agent of receipt thereofgood funds which have been credited to Agent's account, whether such funds are received directly from Borrower or from the Blocked Account bank or the Dominion Account bank, pursuant to Section 2.10(c) hereof, and this provision shall apply regardless of the amount of the Obligations outstanding or whether any Obligations are outstanding; provided, that if any such good funds are received after 2:00 P.M. Eastern time on any Business Day or at any time on any day not constituting a Business Day, such funds shall be deemed received on the immediately following Business Day. For purposes Agent may charge Borrower's loan account for the amount of this Article V, the phrase “payments by or on behalf any item of Obligors” shall mean payments made with respect payment which is returned to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)Agent unpaid.

Collections. The Master (a) Except as otherwise provided in this Agreement, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively Collections (other than Purchased Student Loans)payments on Repurchased Receivables) not later than the second Business Day after identification thereof; provided, and all related Liquidation Proceeds and Recoverieshowever, as collected that if the Monthly Remittance Condition is satisfied, then the Servicer shall not be required to deposit into the Collection Account an amount equal to the Collections received during the related Collection PeriodPeriod until the Business Day before each Distribution Date. Notwithstanding the foregoing, for so long as The “Monthly Remittance Condition” shall be deemed to be satisfied if (i) Key Bank USA, National Association (or its Affiliate) NMAC is the Administrator, Servicer and (ii) no Administrator Default shall have occurred and be continuing, (iii) the AdministratorNMAC’s longshort-term unsecured debt is obligations are rated at least [“A-” Prime-1”] by S&P and “A3” by [▇▇▇▇▇’▇ ▇] and at least [“F1”] by [Fitch] (ivso long as [▇▇▇▇▇’▇] and [Fitch] are Rating Agencies). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which the Monthly Remittance Condition is not satisfied, all Collections then held by the Servicer shall be immediately deposited into the Collection Account and all future Collections on or in respect of the Receivables (other than payments on Repurchased Receivables) prior to ceasing daily remittances and all Net Liquidation Proceeds shall be remitted by the Servicer to the applicable sub-account of Collection Account not later than the second Business Day after identification thereof. Notwithstanding the foregoing, the Servicer may remit Collections to the Collection Account on any other alternate remittance schedule (but not later than the related Distribution Date) if the Rating Agency Condition is satisfied with respect to such alternate remittance schedule. Pending deposit into the Collection Account, Collections may be commingled and used by the Rating Agency Condition shall have been satisfied Servicer at its own risk and are not required to be segregated from its own funds. (which the parties hereto agree shall be deemed to have been satisfied b) [The Indenture Trustee will promptly, on the Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with)date of receipt, the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts all Net [Swap][Cap] Receipts received by it that is equal to under the related Master Interest Rate [Swap][Cap] Agreement in immediately available funds.] 38 (Nissan 20[ ]-[ ] Sale and Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the DepartmentAgreement).

Collections. The Master (a) On each Deposit Date, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof apply all Collections released to the Group I Collection Account Sub-Account (with respect Purchaser pursuant to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), Purchase Agreement and all related Liquidation Proceeds amounts paid by the Seller pursuant to Section 2.04(a) and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as 2.04(b) hereof (i) Key Bank USAfirst, National Association (or its Affiliate) is to pay the AdministratorPurchase Price then owing by the Purchaser hereunder on such date, (ii) second, if such date is a Settlement Date, to pay the accrued and unpaid interest on the Deferred Purchase Price for the most recently ended calendar month (as provided in Section 2.03(c)), and (iii) third, to prepay in whole or in part the principal amount of the Deferred Purchase Price. The Servicer shall, on or before each Settlement Date, deposit into an account of the Purchaser or the Purchaser's assignee all remaining Collections of Transferred Receivables (if any) then held by the Servicer (but only to the extent such Collections have not been previously applied to purchase new Receivables hereunder or to pay the Deferred Purchase Price). (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 so advise the Purchaser and, on the Business Day following such identification to the Purchaser's reasonable satisfaction, the Purchaser shall instruct the Servicer to remit such collections to the Seller. (c) On each Settlement Date, the Purchaser shall, to the extent Collections are available for such purpose under the Purchase Agreement and are not required to pay the Purchase Price for any Receivables purchased hereunder, pay to the Seller accrued interest on the Deferred Purchase Price; provided that each such payment shall be made solely from (i) Collections of Transferred Receivables after all other amounts then due from the Purchaser under the Purchase Agreement have been paid in full and all amounts then required to be set aside by the Purchaser or the Servicer under the Purchase Agreement have been so set aside or (ii) excess cash flow from operations of the Purchaser which is not required to be applied to the payment of any Senior Obligations; and provided, further that no Administrator Default such payment shall be made at any time when an Event of Termination shall have occurred and be continuing, (iii) . At such time following the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition Termination Date when all Senior Obligations shall have been satisfied (which paid in full, the parties hereto agree Purchaser shall be deemed apply, on each Deposit Date, all Collections of Transferred Receivables received by the Purchaser pursuant to have been satisfied on the Closing DateSection 2.03(a) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers tonot previously distributed) remit such collections within two Business Days of receipt thereof first to the Administratorpayment of accrued interest on the Deferred Purchase Price, and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior then to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any reduction of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then principal amount of the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)Deferred Purchase Price.

Collections. The Master (a) Except as otherwise provided in this Agreement, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments received by or on behalf of the Obligors with on or in respect to of the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans), excluding payments on the Warranty Receivables or the Administrative Receivables) and all related Net Liquidation Proceeds and Recoveries, as collected during not later than the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one second Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt after identification thereof. For purposes of this Article V, the phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. 40 (Nissan 2013-B Sale and Servicing Agreement) (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)such alternative remittance schedule.

Collections. The Master (a) Subject to the provisions of subsections (b) and (c) below, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Certificate Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to on the Group I and Group II Student LoansReceivables, respectively (other than Purchased Student Loans), and including all related Liquidation Proceeds and RecoveriesRecoveries received by the Servicer during any Collection Period, as collected during soon as practicable, but in no event after the Collection Periodclose of business (New York time) on the second Business Day after receipt thereof. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances Subject to the applicable sub-account provisions of the Collection Accountsubsection (c) hereof, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause deposit in the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections into the Group I Collection Certificate Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” the Obligors on the Receivables received by the Servicer after the close of business of the Servicer on the Cutoff Date and on or prior to the second Business Day immediately preceding the Closing Date. (b) Notwithstanding the provisions of Section 4.2(a), if (i) the Servicer shall mean payments made have the Required Rating or (ii) (a) the Servicer shall have obtained a letter of credit or surety bond (or similar form of performance guaranty) in favor of the Trustee, on behalf of the Trust for the benefit of the Certificateholders, providing that the Trustee may demand payment (up to the amount then available thereunder) in the event that the Servicer fails to make any payment or deposit required hereunder (other than with respect to Advances) and (b) the Trustee shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, the Servicer may deposit the amounts referred to in subsection (a) above into the Certificate Account not later than the close of business on the Deposit Date immediately succeeding the last day of the related Collection Period, for so long as the Servicer shall have the Required Rating or such letter of credit, surety bond or similar form of performance guaranty is in full force and effect, as the case may be; PROVIDED, HOWEVER, that (i) if an Event of Servicing Termination has occurred and is continuing, (ii) the Servicer has been terminated as such pursuant to Section 9.1 or (iii) the Servicer ceases to have the Required Rating (and the Servicer has not obtained a letter of credit (or similar form of performance guaranty) satisfying the conditions specified above), the Servicer shall deposit such amounts (including any amounts then being held by the Servicer) into the Certificate Account as provided in Section 4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be applicable to a successor servicer solely by reason of the occurrence of an event specified in clauses (i), (ii) and (iii) of such proviso with respect to the Group I outgoing Servicer. Following the occurrence of an event specified in clauses (i), (ii) or Group II Student Loans(iii) in the preceding proviso, on a monthly basis, all Collections shall be segregated by book-entry or similar form of identification on the Servicer's books and records and identified as applicablethe property of the Trust. The Servicer shall promptly notify the Trustee in writing if it shall obtain or lose the Required Rating or the benefit of such letter of credit, by surety bond, or similar form of performance guaranty. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer may retain, or will be entitled to be reimbursed, from amounts otherwise payable into, or on behalf of borrowers thereof deposit in, the Certificate Account with respect to a Collection Period and the Guarantors Receivables originated by it any amounts previously deposited in the Certificate Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which the Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the related Distribution Date. (d) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Certificate Account as soon as practicable, but in no event later than the close of business (New York time) on the second Business Day after receipt thereof by the subservicer (but excluding subject to the Department)provisions of Section 4.2 (b) and the limitations contained in Section 4.2(c) of this Agreement) the amounts referred to in Section 4.2(a) in respect of a Receivable being serviced by the subservicer.

Collections. The (a) On or prior to the Closing Date, the Master Servicer shall (open, or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans)be opened, and all related Liquidation Proceeds and Recoveriesshall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as collected during Master Servicer for LaSalle Bank National Association, as Trustee for the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by Holders of ▇▇▇▇▇’▇ and ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-TOP3" (iv) the "Certificate Account"). On or prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-TOP3" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or shall cause the applicable its Sub-Servicers toServicer's) remit right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such collections deposit on the Business Day following receipt, within two 3 Business Days of receipt thereof discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the AdministratorMaster Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Administrator need not deposit such collections into the Group I Collection Account Sub-Account Mortgage Loans or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, Companion Loans due on or before the Business Day preceding each Monthly Servicing Payment Cut-Off Date which shall be remitted to the Depositor (provided that is not a Distribution Date, the Administrator shall Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Certificate Account, as applicable(II) shall, that portion of such amounts received by it that is equal rather than deposit them in the Certificate Account, directly remit to the related Master Primary Servicers the applicable Primary Servicing Fee Fees payable on such date. In as provided in Section 5.2(a)(iv)(unless already retained by the event that any applicable Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Departmentexcess servicing rights).):

Collections. (a) 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 Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans), Receivables) and all related Net Liquidation Proceeds and RecoveriesProceeds, both as collected during the Collection PeriodMonthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is Franklin Capital remains the AdministratorServicer, (ii) no Administrator Servicer Default shall have occurred and be continuing, (iii) the AdministratorServicer’s long-(or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term debt is obligations are rated at least “A-A-1” by S&P Standard & Poor’s and “A3Prime-1” by ▇▇▇▇▇’▇ Moody’s and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the AdministratorCollection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and the Administrator for its own benefit and need not deposit such segregate collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereoffrom its own funds. For purposes of this Article V, V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I Receivables by Persons other than the Servicer or Group II Student Loans, as applicable, the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts 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 behalf the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of borrowers thereof such amounts and the Guarantors (but excluding provision of such information to the Department)Indenture Trustee.

Collections. The Master (a) Except as otherwise provided in this Agreement, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments received by or on behalf of the Obligors with on or in respect to of the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans), excluding payments on the Warranty Receivables or the Administrative Receivables) and all related Net Liquidation Proceeds and Recoveries, as collected during not later than the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one second Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt after identification thereof. For purposes of this Article V, the phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. 42 (Nissan 2015-B Sale and Servicing Agreement) (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)such alternative remittance schedule.

Collections. (a) 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 Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans), Receivables) and all related Net Liquidation Proceeds and RecoveriesProceeds, both as collected during the Collection PeriodMonthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is Franklin Capital remains the AdministratorServicer, (ii) no Administrator Servicer Default shall have occurred and be continuing, (iii) there exists no Insurer Default, (iv) the AdministratorServicer’s long-(or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies and the Security Insurer, then the Representative’s) short term debt is obligations are rated at least “A-” A 1 by S&P Standard & Poor’s and “A3” P 1 by ▇▇▇▇▇’▇ Moody’s and (ivv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (v) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the AdministratorCollection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and the Administrator for its own benefit and need not deposit such segregate collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereoffrom its own funds. For purposes of this Article V, V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I Receivables by Persons other than the Servicer or Group II Student Loans, as applicable, the Seller. (b) The Servicer will be entitled to be reimbursed from amounts 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 behalf the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of borrowers thereof such amounts and the Guarantors 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 (but excluding unless an Insurer Default shall have occurred and be continuing) give the DepartmentTrustee notice to such effect, following receipt of which the Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 5.6(a)(i), or if the Servicer prior thereto has been reimbursed pursuant to Section 5.6(a)(i) or Section 5.9, the Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Distribution Date.

Collections. The (a) On or prior to the Closing Date, the Master Servicer shall (open, or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans)be opened, and all related Liquidation Proceeds and Recoveriesshall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as collected during Master Servicer for LaSalle Bank National Association, as Trustee for the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by Holders of ▇▇▇▇▇’▇ and ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-TOP15" (iv) the "Certificate Account"). On or prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-TOP15" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or shall cause the applicable its Primary Servicer's or its Sub-Servicers toServicer's) remit right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such collections deposit on the Business Day following receipt, within two 3 Business Days of receipt thereof discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the AdministratorMaster Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Administrator need not deposit such collections into the Group I Collection Account Sub-Account Mortgage Loans, any Serviced Companion Mortgage Loan or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, any B Note due on or before the Business Day preceding each Monthly Servicing Payment Cut-Off Date which shall be remitted to the Depositor (provided that is not a Distribution Date, the Administrator shall Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Certificate Account, as applicable(II) shall, that portion of such amounts received by it that is equal rather than deposit them in the Certificate Account, directly remit to the related Master Primary Servicer the Primary Servicing Fee Fees payable on such date. In as provided in Section 5.2(a)(iv)(unless already retained by the event that any Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Departmentexcess servicing rights).):

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 Sub-Account 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) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the Group I Student Loans) or close of business on the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loanssecond Business day after such receipt; provided, respectively (other than Purchased Student Loans)however, and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, that for so long as (i) Key Bank USA, National Association (or its Affiliate) CarMax is the AdministratorServicer, (ii) no Administrator 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, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account written consent of the Collection Account, the Rating Agency Condition Insurer shall have been obtained (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 (which as of the parties hereto agree Closing Date). The Owner Trustee and the Indenture Trustee shall not be deemed to have been satisfied on knowledge of any event or circumstance under clause (ii) or (iii) of the Closing Date) (and any conditions or limitations imposed definition of Monthly Remittance Condition that would require daily remittance by the Rating Agencies in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account unless the Owner Trustee or the Group II Collection Account Sub-AccountIndenture Trustee, as applicable, until one Business Day immediately prior to has received notice of such event or circumstance from the next following Distribution Date; provided, however, that, notwithstanding Depositor or the foregoing, on Servicer in an Officer's Certificate or before written notice from the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution DateInsurer (if no Insurer Default shall have occurred and be continuing), the Administrator shall deposit into Holders of Notes evidencing not less than 25% of the Group I Collection Account Sub-Account Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Group II Collection Account Sub-AccountIndenture Trustee, as applicable, that portion has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by it that is equal to 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 Master Servicing Fee payable on such date. In Receivable has been classified as a Defaulted Receivable)) during the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (period from but excluding the Department)Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The (a) On or prior to the Closing Date, the Master Servicer shall (open, or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans)be opened, and all related Liquidation Proceeds and Recoveriesshall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "Wells Fargo Bank, National Association, as collected during Master Servicer for LaSall▇ ▇▇▇k National Association, as Trustee for the Collection Period. Notwithstanding the foregoingHolders of Morgan Stanley Capital I Inc., for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s longCommercial Mortgage Pass-term debt is rated at least “A-” by S&P and “A3” by Through Certi▇▇▇▇▇’▇ ▇s, ▇▇▇▇▇s 2004-IQ8, and the holder of the Serviced Companion Loan, as its interest may appear" (iv) collectively, or individually, as the case may be the "Certificate Account"). The Master Servicer shall maintain the Certificate Account with respect to all of the Mortgage Loans. On or prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the applicable Subname of "Wells Fargo Bank, National Association, as Master Servicer for LaSall▇ ▇▇▇k National Association, as Trustee for the Holders of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Servicers to) remit such collections within two Business Days of receipt thereof to the AdministratorThrough Certi▇▇▇▇▇▇s, ▇▇▇▇▇s 2004-IQ8, and the Administrator need not holder of the Serviced Companion Loan, as its interest may appear" (collectively, or individually, as the case may be, the "Interest Reserve Account"). The Master Servicer shall maintain the Interest Reserve Account with respect to all of the Mortgage Loans. (b) On or prior to the date the Master Servicer shall first deposit such collections into funds in the Group I Collection Account Sub-Certificate Account or the Group II Collection Account Sub-Interest Reserve Account, as applicablethe case may be, until one Business Day immediately prior the Master Servicer shall give to the next following Distribution Date; providedPaying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause any depository institution holding the Certificate Account and the Interest Reserve Account to hold such accounts in the name of the Master Servicer as provided in Section 5.1(a), however, that, notwithstanding subject to the foregoing, on Master Servicer's (or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account its Primary Servicer's or its Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion Servicer's) right to direct payments and investments and its rights of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of withdrawal under this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)Agreement.

Collections. The Master (a) Except as otherwise provided in this Agreement, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments received by or on behalf of the Obligors with on or in respect to of the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans), excluding payments on the Warranty Receivables or the Administrative Receivables) and all related Net Liquidation Proceeds and Recoveries, as collected during not later than the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one second Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt after identification thereof. For purposes of this Article V, the phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. 40 (Nissan 2013-C Sale and Servicing Agreement) (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)such alternative remittance schedule.

Collections. (i) The Master Servicer shall 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. (or shall cause the applicable Sub-Servicers toii) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (The Servicer acknowledges that Collections and/or other Collateral Proceeds received by it with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect any Mortgage Asset belong to the Group II Student Loans) all payments by or Borrower and have been pledged to the Administrative Agent, on behalf of the Obligors with respect 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 Group I and Group II Student Loans, respectively following Settlement Date (other than Purchased Student Loansor end of the related Interest Period) pursuant to Section 2.7(c)(iii) or (iv), as applicable, into the Collection Account no later than such Settlement Date or at the end of such Interest Period, or, on or after the Drawdown Termination Date or upon the occurrence and all related Liquidation Proceeds and Recoveries, as collected during the Collection Periodcontinuation of an Event of Default, within one Business Day after receipt by the Servicer. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of Until deposited into the Collection Account, the Rating Agency Condition Servicer may commingle Collections and other Collateral Proceeds with its own funds and use such funds for its own business purposes. (iii) Prior to the Drawdown Termination Date, the Servicer shall have been satisfied 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 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 parties hereto agree 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 deemed paid to have been satisfied the Servicer. (B) To the extent not previously paid, on each Settlement Date, an amount equal to the Closing 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 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 conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer other unpaid Obligations shall (or shall cause be paid to the applicable Sub-Servicers toManaging Agent’s Account. (G) remit such collections within two Business Days On the Settlement Date on which all Obligations are paid in full, if the Servicer is one of receipt thereof 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 AdministratorServicer. (v) Upon receipt of funds deposited into its Managing Agent’s Account, and each Managing Agent shall distribute such funds to the Administrator need not deposit such collections into Lenders in its Group or to itself for application to the Group I Collection Account Sub-Account Obligations in accordance with the order of priority set forth in Section 2.7(c)(iii) or the Group II Collection Account Sub-Account(iv), as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department).

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 Sub-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 Group I Student Loans) or close of business on the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loanssecond Business Day after such receipt; provided, respectively (other than Purchased Student Loans)however, and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, that for so long as (i) Key Bank USA, National Association (or its Affiliate) CarMax is the AdministratorServicer, (ii) no Administrator Default Event of Servicing Termination shall have occurred and be continuing, continuing and (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (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 parties hereto agree 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 been satisfied on knowledge of any event or circumstance under clauses (ii) or (iii) of the Closing Date) (and any conditions or limitations imposed definition of Monthly Remittance Condition that would require daily remittance by the Rating Agencies in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account unless the Owner Trustee or the Group II Collection Account Sub-AccountIndenture Trustee, as applicable, until one Business Day immediately prior to has received notice of such event or circumstance at its Corporate Trust Office from the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account Depositor or the Group II Collection Account Sub-AccountServicer 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, that portion has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by it that is equal to 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 Master Servicing Fee payable on such date. In Receivable has been classified as a Defaulted Receivable)) during the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (period from but excluding the Department)Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. (a) The Master Servicer shall (or shall cause the applicable Subremit daily within forty-Servicers to) remit within two Business Days eight hours of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as Collections collected during the Collection Period. Notwithstanding Chase USA has requested that, so long as it is acting as the foregoingServicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s longshort-term debt is rated certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “A-F1” by S&P Fitch (if rated by Fitch) and “A3A-1” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection AccountStandard & Poor’s, or the Rating Agency Condition shall have been is satisfied as a result of Collections being remitted on a monthly, rather than daily, basis and (which ii) the parties hereto agree Servicer shall be deemed to have been satisfied on the Closing Date) (and any conditions Chase USA or limitations imposed JPMorgan Chase. Upon remittance by the Rating Agencies in connection therewith are complied with)Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Master Servicer Paying Agent shall (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof provide written notice to the Administrator, Indenture Trustee and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-AccountOwner Trustee no later than 11 a.m., as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoingNew York City time, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Deposit Date, setting forth the Administrator shall deposit into amounts remitted by the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable Servicer on such date. In date and, if the event that any of Paying Agent fails to provide the foregoing conditions for ceasing daily remittances shall no longer be satisfiedIndenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Administrator Indenture Trustee and the Owner Trustee shall deposit all collections held by it into assume that no deposits were made to the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereofpursuant to this Section 5.2. For purposes of this Article V, Section 5.2 the phrase “payments by or made on behalf of the Obligors” shall mean payments made with respect by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the Group I contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or Group II Student Loans, (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding last day of the Department)Collection Period during which such error shall have occurred.

Collections. The Master (a) Except as otherwise provided in this Agreement, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments received by or on behalf of the Obligors with on or in respect to of the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans), excluding payments on the Warranty Receivables or the Administrative Receivables) and all related Net Liquidation Proceeds and Recoveries, as collected during not later than the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one second Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt after identification thereof. For purposes of this Article V, the phrase “payments received by or on behalf of the Obligors” shall mean payments made with respect by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by Moody’s, NMAC’s short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor’s, Nissan Capital of America, Inc.’s short-term unsecured debt obligations) are rated “A-1” by Standard & Poor’s and NMAC’s short-term unsecured debt obligations are rated at least “F1+” by Fitch (so long as Moody’s, Standard & Poor’s and Fitch are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Group I Rating Agencies, and (iii) no Event of Default or Group II Student LoansServicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”); the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as applicableany Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on behalf Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. (b) The Indenture Trustee will promptly, on the date of borrowers receipt, deposit into the Collection Account all Net Swap Receipts received by it under the Interest Rate Swap Agreement in immediately available funds. (c) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (d) The Servicer shall give (i) the Owner Trustee and the Indenture Trustee written notice as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof and (ii) each Rating Agency prompt written notice of the Guarantors failure of any Monthly Remittance Condition (but excluding and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the DepartmentMonthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (e) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to any Class of Notes.

Collections. (a) The Master Servicer Borrower shall (or shall cause notify and direct all account debtors promptly following written request by the applicable Sub-Servicers to) remit within two Business Days of receipt thereof Lender to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) make all payments by on or on behalf in respect of Accounts and/or the Obligors with respect to the Group I and Group II Student Loans, respectively sale or lease of Inventory (other than Purchased Student Loanselectronic funds transfers) directly to an account in the name of the Borrower to be maintained at the Lender (the “Collection Account”). So long as no Event of Default has occurred, the Borrower may continue to permit electronic payments to be made to the Borrower’s operating accounts (collectively, the “Operating Accounts”), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, thatthat at the end of each Business Day, notwithstanding amounts remaining in the foregoingOperating Accounts will be swept into the Collection Account. The Borrower hereby authorizes the Lender to receive, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall endorse and/or deposit into the Group I Collection Account Sub-Account in the name of the Lender or in the Group II Collection Account Sub-Accountname of the Borrower any and all cash, as applicablechecks, that portion of such amounts drafts and other remittances received by it that is equal to the related Master Servicing Fee payable Lender on or in respect of Accounts and/or the sale or lease of Inventory and the Borrower hereby waive notice of presentment, protest and non-payment of any such datechecks, drafts or other remittances. In the event that the Borrower directly receives any cash, checks, drafts or other remittances on or in respect of Accounts and/or the sale or lease of Inventory, the Borrower shall promptly deliver the same to the Lender for deposit to the Collection Account. Pending such deposit, the Borrower will not commingle any such cash, checks, drafts or other remittances with other funds and property but will hold them separate and apart in trust for the Lender subject to the security interests hereunder. Until such authority is terminated by the Lender pursuant to subsection (b) below, the Borrower shall have the authority to withdraw funds from the Collection Account and use the same for the Borrower’s general business purposes so long as such use is not inconsistent with the provisions of this Agreement. Until an Event of Default exists or occurs, the Lender, on each Business Day, or if an AutoBorrow Service Agreement is then in effect, on each Autoborrow Business Day, will apply all finally collected funds on deposit to the Collection Account to the unpaid principal amount of Advances then outstanding. (b) At any time while an Event of Default shall be continuing, the Lender may (1) terminate the authority of the foregoing conditions Borrower to receive electronic payments into the Operating Accounts, whereupon all account debtors shall be directed to remit all payments directly to the Collection Account, and (2) terminate the authority of the Borrower to withdraw funds from the Collection Account whereupon (i) the Collection Account will automatically convert into an account over which the Lender has exclusive dominion, control and power of access and withdrawal, and, for ceasing daily that purpose, the Lender is hereby authorized to take all appropriate actions to block the Borrower’s access to the Collection Account, including without limiting the generality of the foregoing, denying electronic access and returning unpaid any checks, drafts or other instruments theretofore or thereafter issued by the Borrower and drawn upon the Collection Account, all without any liability whatsoever on the part of the Lender to the Borrower or to any other person for having done so, (ii) any cash, checks, drafts or other remittances on or in respect of Accounts and/or the sale or lease of Inventory received by the Borrower and held in trust for the Lender as above provided shall no longer be satisfiedimmediately delivered to the Lender for deposit to the Collection Account in precisely the form received, then except for the Administrator addition thereto of the endorsement of the Borrower where required for collection of any such checks, drafts or other remittances which endorsement the Borrower agrees to make and with respect to such checks, drafts and other remittances the Borrower waives notice of presentment, protest and non-payment and (iii) the Lender shall deposit all collections have the right at any time and from time to time to apply funds held by it into in the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I payment of all or Group II Student Loansany part of the Obligations, whether matured or unmatured, in such order and manner as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)Lender may determine in its sole discretion.

Collections. The Master (a) Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account all payments (with respect other than amounts constituting Supplemental Servicing Fees) by or on behalf of the Obligors on the Receivables, including all Liquidation Proceeds received by Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Day, after receipt thereof. Subject to the Group I Student Loansprovisions of subsections (b) or and (c), on the Group II Closing Date, Servicer shall deposit in the Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors on the Receivables received by Servicer after the Cutoff Date and on or prior to the second Business Day immediately preceding the Closing Date. (b) Notwithstanding the provisions of subsection (a), if AmSouth is the Servicer and (i) Servicer shall have the Required Rating or (ii) Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to in subsection (a) for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that if (x) a Servicer Termination Event has occurred and is continuing, (y) Servicer has been terminated as such pursuant to Section 8.1 or (z) Servicer ceases to have the Group I and Group II Student LoansRequired Rating, respectively Servicer shall deposit such amounts (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during including any amounts then being held by Servicer) into the Collection PeriodAccount as provided in Section 4.2(a). Notwithstanding the foregoing, for so long as the provisions of the proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in clauses (i) Key Bank USA, National Association (or its Affiliate) is the Administratorx), (iiy) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (ivz) prior to ceasing daily remittances of such proviso with respect to the applicable sub-account outgoing Servicer. Pending the deposit of the amounts referred to in subsection (a) into the Collection Account, the Rating Agency Condition shall have been satisfied (which the parties hereto agree such amounts may be employed by Servicer at its own risk and for its own benefit and need not be segregated from Servicer's own funds. Any losses resulting from Servicer's actions shall be deemed borne exclusively by the Servicer. Servicer shall promptly notify Trustee in writing if it shall obtain or lose the Required Rating. (c) Notwithstanding the provisions of subsections (a) and (b), Servicer may retain, or will be entitled to be reimbursed, from amounts otherwise payable into, or on deposit in, the Collection Account with respect to a Collection Period any amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which Servicer has not been satisfied on the Closing Date) (and any conditions previously reimbursed hereunder. The amount to be retained or limitations imposed by the Rating Agencies reimbursed hereunder shall not be included in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal Collections with respect to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfiedDistribution Date. (d) With respect to each Precomputed Receivable, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “and payments by or on behalf of Obligors” an Obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall mean payments made with respect be applied to the Group I scheduled payment on such Precomputed Receivable for such Collection Period. To the extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account and applied either to the scheduled payments due or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and to prepay the Guarantors (but excluding the Department)Precomputed Receivable in full in accordance with Section 4.5.

Collections. (a) The Master Servicer shall (or shall cause the applicable Subremit daily within forty-Servicers to) remit within two Business Days eight hours of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as Collections collected during the Collection Period. Notwithstanding JPMorgan Chase has requested that, so long as it is acting as the foregoingServicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s longshort-term debt is rated certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “A-F1” by S&P Fitch (if rated by Fitch) and “A3A-1” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection AccountStandard & Poor’s, or the Rating Agency Condition shall have been is satisfied as a result of Collections being remitted on a monthly, rather than daily, basis and (which ii) the parties hereto agree Servicer shall be deemed to have been satisfied on the Closing Date) (and any conditions or limitations imposed JPMorgan Chase. Upon remittance by the Rating Agencies in connection therewith are complied with)Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Master Servicer Paying Agent shall (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof provide written notice to the Administrator, Indenture Trustee and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-AccountOwner Trustee no later than 11 a.m., as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoingNew York City time, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Deposit Date, setting forth the Administrator shall deposit into amounts remitted by the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable Servicer on such date. In date and, if the event that any of Paying Agent fails to provide the foregoing conditions for ceasing daily remittances shall no longer be satisfiedIndenture Trustee and the Owner Trustee with such written notice by 12 noon, New York City time, on such Deposit Date, then the Administrator Indenture Trustee and the Owner Trustee shall deposit all collections held by it into assume that no deposits were made to the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereofpursuant to this Section 5.2. For purposes of this Article V, Section 5.2 the phrase “payments by or made on behalf of the Obligors” shall mean payments made with respect by Persons other than the Depositor or the Servicer. (b) Notwithstanding anything in this Agreement to the Group I contrary, if the Servicer deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment Date following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or Group II Student Loans, (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding last day of the Department)Collection Period during which such error shall have occurred.

Collections. (a) The Master Servicer shall (or establish the Subcollection Account in the name of the Trustee for the benefit of the Certificateholders. The A. The Servicer shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof directly to the Group I Collection Subcollection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) 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 Servicer shall cause all amounts credited to the Subcollection Account to be transferred to the Collection Account. Amounts in the Subcollection Account shall not be invested. (a) Notwithstanding the provisions of subsection (a) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during a Collection Period for amounts previously deposited in the Collection PeriodAccount but later determined by the Servicer or the Lockbox Bank to have resulted from mistaken deposits or postings or checks returned for insufficient funds. Notwithstanding The amount to be reimbursed hereunder shall be paid to the foregoingServicer on the related Distribution Date pursuant to Section 5.5(a)(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 the opinion of the Trustee and 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 this Section, for so long as the Security Insurer shall (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, (iii) following receipt of which the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances Trustee shall not make a distribution to the applicable sub-account Servicer in respect of such amount pursuant to Section 5.5, or if the Collection AccountServicer prior thereto has been reimbursed pursuant to Section 5.5 or Section 5.6, the Rating Agency Condition Trustee shall have been satisfied (which withhold such amounts from amounts otherwise distributable to the parties hereto agree shall be deemed to have been satisfied Servicer on the Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following succeeding Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department).

Collections. The Master Servicer shall (or shall cause remit to the applicable Sub-Servicers to) remit Collection Account on a daily basis within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) thereof, all payments by or on behalf of the Obligors (other than the amounts listed in subclauses (i)(a) and (b) of the definition of Available Funds as not constituting Available Funds) on or in respect of the Receivables (other than Repurchased Receivables) and all Liquidation Proceeds both as collected during each Collection Period. (i) except as provided in clause (b) below, the short-term credit rating of the Servicer is at least equal to the Required Servicer Rating with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans)each Rating Agency, and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Servicer Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, that immediately following the non-compliance with clause (i) above or in the event an Insolvency Event has occurred (notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Dateany applicable grace period), the Administrator Servicer shall deposit into remit such collections to the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing a daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, basis within two Business Days of receipt thereof. For purposes , or (b)(i) if the condition specified in clause (a)(ii) above is satisfied, and (ii) the Servicer shall have obtained a Servicer Letter of this Article VCredit issued in favor of the Owner Trustee by a depository institution or insurance company, as the case may be, having the Required Deposit Rating and providing that the Owner Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis; provided, that in connection with clause (b) above, the phrase “payments by or on behalf of Obligors” shall mean payments made Servicer provides to the Owner Trustee, from each Rating Agency with respect to which the Group I or Group II Student LoansServicer does not have the Required Servicer Rating, as a letter to the effect that the satisfaction of the conditions in clause (b) above and allowing the Servicer to make monthly deposits will not result in a Rating Event and, if applicable, by or on behalf of borrowers thereof an Officer's Certificate from the Servicer to the effect that the Servicer has the Required Servicer Rating with respect to each other Rating Agency, if any; and the Guarantors (but excluding the Department).provided further,

Collections. (a) The Master Servicer shall (or shall cause the applicable Subremit daily within forty-Servicers to) remit within two Business Days eight hours of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as Collections collected during the Collection Period. Notwithstanding Chase USA has requested that, so long as it is acting as the foregoingServicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s longshort-term debt is rated certificate of deposit ratings of the Servicer are at least “A-” by S&P and “A3” P-1 by ▇▇▇▇▇’▇ '▇, "F1" by Fitch (if rated by Fitch) and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account"A-1" by Standard & Poor's, or the Rating Agency Condition is satisfied as a result of Collections being remitted on a monthly, rather than daily, basis and (ii) the Servicer shall have been satisfied be Chase USA or Chase; provided, however, that if the Class A-1 Event has occurred, with respect to Collections received during the April 1999 Collection Period, the Servicer shall remit to the Collection Account on May 7, 1999 an amount of such Collections equal to the May 1999 Class A-1 Note Distribution. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date (which or May 7, 1999), setting forth the parties hereto agree amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date (or May 7, 1999), then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase "payments made on behalf of the Obligors" shall mean payments made by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, the Servicer 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 shall (or shall cause the applicable Sub-Servicers to) remit purchased such collections within two Business Days of receipt thereof Receivable pursuant to the Administrator, and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, Section 4.6 as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances last day of the Collection Period during which such error shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)have occurred.

Collections. The Master Servicer (a) On each Remittance Date, the Collateral Agent shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof determine by reference to the Group I Collection Account Sub-Account (Monthly Debtor's Certificate, the Available Collections with respect to such Remittance Date and shall withdraw such amount from the Group I Student Loans) or the Group II Collection Account Sub-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: (with respect i) to the Group II Student Loans) Servicer, to repay Servicer Advances and then to the successor Servicer, to pay any and all payments expenses relating to a Servicer Transfer then due and payable which have not been previously paid by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, Debtor; (ii) 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 account of the Company or the Bank Investors an amount equal to Carrying Costs payable on such Remittance Date; (iv) to the Carrying Costs Account, an amount equal to interest accrued on the Related Commercial Paper through such Remittance Date net of all such amounts paid in respect of the 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 Administrator 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 any overdue Surety Bond Premiums and accrued interest thereon at the rate provided in the Insurance Agreement; (iiiix) to the Administrator’s long-term debt is rated 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 least “A-” the rate provided in the Insurance Agreement); (x) to the Collateral Agent or the Surety Bond Provider, the amount to be applied by S&P the Collateral Agent or the Surety Bond Provider, as appropriate, to pay any and “A3” by all Re-▇▇▇▇▇’▇▇ Expenses then due and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall payable which have not been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments previously paid by or on behalf of Obligors” shall mean payments made with respect the Debtor; (xi) after the occurrence of a Termination Event, to the Group I or Group II Student LoansNoteholder to reduce the Net Investment, as applicableuntil 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 borrowers thereof 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 Interest Component of matured or maturing Related Commercial Paper due and payable on such day shall be payable as interest on the Note ("Note Interest"). Accordingly, the Collateral Agent, acting upon notice from the Administrative Agent, shall withdraw such 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 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 Guarantors 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. (but excluding c) If the DepartmentAvailable Collections in respect of a Remittance Date are insufficient to pay the sum of the amounts to be distributed pursuant to clauses (i) through (iii) of Section 5.1(a), the Collateral 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) 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 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 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 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 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 make a Fee Advance in respect of the 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 Servicer notwithstanding that a Termination Event shall have occurred. (h) In the event that an Interest Rate Hedge is entered into by the 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 and as of any Remittance Date shall comprise Interest Rate Hedge Receipts and all such amounts shall be treated as Finance Charge Collections hereunder.

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 Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s 's long-term debt is rated at least “"A-” " by S&P and “"A3” " by ▇▇▇▇▇’'▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department).

Collections. The Master 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 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 (as identified by the Servicer) to the Collection Account, the Servicer shall (or shall cause identify the applicable Sub-Servicers toamounts included within such payments from Obligors as constitute Additional Payments and, in accordance with subsection 2.1(h) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to Purchase Agreement, the Group I Transferor hereby authorizes and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during directs the Collection Period. Notwithstanding the foregoingServicer, for so long as BTFC shall be the Servicer, to retain all such Additional Payments for its own account (i) Key Bank USAprovided, National Association (or its Affiliate) is that if BTFC shall not be the AdministratorServicer, (ii) no Administrator Default the Servicer shall 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 occurred 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 Servicer’s customary and be continuingusual servicing and intercompany cash management procedures, (iii) pending the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances required deposit of any such amounts to the applicable subCollection Account, provided, however, that the Servicer shall not have the right to transfer amounts from any EFT Account to any such concentration account (and hereby agrees that it 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 on such Business Day (less any portion thereof attributable to the Available Subordination Amount for all Series then outstanding), would be less than zero or a Pay-account Out-Event (other than, in the case of the 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 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 depositing all such Collections and Transferor Collections (as identified by the Servicer) to the Collection Account, the Rating Agency Condition 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). Notwithstanding the preceding sentence, BTFC, the Transferor and the 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 been satisfied occurred, and (which ii) the parties hereto agree 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 been satisfied on acknowledged and agreed that, unless not required under the Closing Date) (and Supplement for any conditions or limitations imposed other Series, amounts realized by the Rating Agencies Trustee in connection therewith are complied with)effecting any setoff against Additional Payments and Transferor Collections pursuant to the preceding sentence shall be deemed deposited in the Collection Account in lieu of the Collections not remitted by BTFC, and shall be shared on a pari passu basis with the Master Servicer shall (or shall cause Certificateholders of other Series in a manner consistent with the allocation of Collections pursuant to the Agreement and the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution DateSupplements otherwise in effect; provided, however, thatin no event shall amounts realized by the Trustee in effecting any such setoff be shared with the Holder of the Exchangeable Transferor Certificate, notwithstanding and the foregoingHolder of the Exchangeable Transferor Certificate shall have no right or entitlement thereto (without regard to the allocation of Collections pursuant to the Agreement and the applicable Supplements otherwise in effect), on unless and until all amounts owing to Investor Certificateholders in respect of Investor Certificates shall have been paid in full (or before amounts sufficient to make such payments in full shall have been deposited with the Business Day preceding Trustee). The Servicer shall allocate such Collections and Transferor Collections to each Monthly Servicing Payment Date that is not a Distribution DateSeries 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 Administrator Servicer shall deposit into have the Group I 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 Sub-Account and the Reserve Fund for the purpose of carrying out the Servicer’s or the Group II Collection Account Sub-Account, Trustee’s duties hereunder. The Servicer shall make deposits or payments on the dates indicated herein by wire transfer or as applicable, that portion otherwise provided in the Supplement for any Series of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made Certificates with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)such Series.

Collections. The (a) 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 Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans), any amounts constituting Supplemental Servicing Fees) and all related Liquidation Proceeds and RecoveriesProceeds, both as collected during the Collection Period. Notwithstanding the foregoing, for so long as if ▇▇▇▇▇ Fargo Financial Acceptance, Inc. is the Master Servicer and (i) Key Bank USAshall have the Required Rating or (ii) Indenture Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Notes would not be lowered, National Association qualified or withdrawn as a result, Master Servicer may deposit all amounts referred to above for any Collection Period into the Collection Account not later than 1:00 p.m. New York time on the Deposit Date with respect to such Collection Period; provided that (or its Affiliatei) if a Master Servicer Termination Event has occurred and is the Administratorcontinuing, (ii) no Administrator Default shall have occurred and be continuing, Master Servicer has been terminated as such pursuant to Section 8.1 or (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed Master Servicer ceases to have been satisfied on the Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with)Required Rating, the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections amounts (including any amounts then being held by Master Servicer) into the Group I Collection Account Sub-Account or as provided in the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereofsentence. For purposes of this Article V, ARTICLE V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I Receivables by Persons other than Master Servicer, Seller, Transferor or Group II Student Loansany Originator. (b) With respect to each Receivable (other than a Purchased Receivable), as applicable, collections and payments by or on behalf of borrowers the Obligor for each Collection Period shall be applied first to all fees, including, but not limited to all late fees, NSF fees and extension fees collected during such Collection Period on the Receivables and payment holiday extension fees collected during such Collection Period, second to amounts owed with respect to a Physical Damage Insurance Policy purchased by the Master Servicer and third to interest and principal due in accordance with the Simple Interest Method, as applied by Master Servicer. Any excess shall be applied to prepay the Receivable. (c) Notwithstanding the foregoing, if the Master Servicer does not remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables and all Liquidation Proceeds, both as collected during the Guarantors Collection Period, the Master Servicer shall remit to the Certificate Distribution Account no later than 1:00 p.m. on each Payment Date, an amount equal to the total amount of principal, interest and fees collected during the Collection Period, times the Federal Funds Rate, times a fraction, the numerator of which is the sum of (i) the number of days during such Collection Period divided by two plus (ii) the number of days elapsing from and including the last day of the Collection Period through but excluding the DepartmentPayment Date, and the denominator of which is 360 days (the “Interest Equivalent Payment”), such amount to be certified to the Owner Trustee by the Master Servicer on the Business Day prior to such Payment Date.

Collections. The Master (a) Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account all payments (with respect other than amounts constituting Supplemental Servicing Fees) by or on behalf of the Obligors on the Receivables, including all Liquidation Proceeds received by Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Day, after identification thereof. Subject to the Group I Student Loansprovisions of subsections (b) or and (c), on the Group II Closing Date, Servicer shall deposit in the Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors on the Receivables received by Servicer after the Cutoff Date and on or prior to the second Business Day immediately preceding the Closing Date. (b) Notwithstanding the provisions of subsection (a), if the Ohio Bank is the Servicer and (i) [ ] shall have the Required Rating or (ii) Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to in subsection (a) for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that if (x) a Servicer Termination Event has occurred and is continuing, (y) Servicer has been terminated as such pursuant to Section 8.1 or (z) [ ] ceases to have the Group I and Group II Student LoansRequired Rating, respectively Servicer shall deposit such amounts (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during including any amounts then being held by Servicer) into the Collection PeriodAccount as provided in Section 4.2(a). Notwithstanding the foregoing, for so long as the provisions of the proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in clauses (i) Key Bank USA, National Association (or its Affiliate) is the Administratorx), (iiy) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (ivz) prior to ceasing daily remittances of such proviso with respect to the applicable sub-account outgoing Servicer. Pending the deposit of the amounts referred to in subsection (a) into the Collection Account, the Rating Agency Condition shall have been satisfied (which the parties hereto agree such amounts may be employed by Servicer at its own risk and for its own benefit and need not be segregated from Servicer’s own funds. Any losses resulting from Servicer’s actions shall be deemed borne exclusively by Servicer. Servicer shall promptly notify Trustee in writing if [ ] shall obtain or lose the Required Rating. (c) Notwithstanding the provisions of subsections (a) and (b), Servicer may retain, or will be entitled to be reimbursed, from amounts otherwise payable into, or on deposit in, the Collection Account with respect to a Collection Period any amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which Servicer has not been satisfied on the Closing Date) (and any conditions previously reimbursed hereunder. The amount to be retained or limitations imposed by the Rating Agencies reimbursed hereunder shall not be included in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal Collections with respect to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfiedDistribution Date. (d) With respect to each Precomputed Receivable, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “and payments by or on behalf of Obligors” an obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall mean payments made with respect be applied to the Group I scheduled payment on such Precomputed Receivable for such Collection Period. To the extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account and applied either to the scheduled payments due or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and to prepay the Guarantors (but excluding the Department)Precomputed Receivable in full in accordance with Section 4.5.

Collections. (a) The Master Servicer shall (or shall cause the applicable Subremit daily within forty-Servicers to) remit within two Business Days eight hours of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as Collections collected during the Collection Period. Notwithstanding Chase USA has requested that, so long as it is acting as the foregoingServicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this SECTION 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s longshort-term debt is rated certificate of deposit ratings of the Servicer are at least “A-” P-1 by S&P Moody's, "F1" by Fitch (if rated by Fitch) and “A3” "A-1" by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection AccountStandard & Poor's, or the Rating Agency Condition is satisfied as a result of Collections being remitted on a monthly, rather than daily, basis and (ii) the Servicer shall have been satisfied be Chase USA or JPMorgan Chase Bank. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this SECTION 5.2. For purposes of this SECTION 5.2 the phrase "payments made on behalf of the Obligors" shall mean payments made by Persons other than the Seller or the Servicer. (which b) Notwithstanding anything in this Agreement to the parties hereto agree contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer 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 shall (or shall cause the applicable Sub-Servicers to) remit purchased such collections within two Business Days of receipt thereof Receivable pursuant to the Administrator, and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, Section 4.6 as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances last day of the Collection Period during which such error shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)have occurred.

Collections. Obligors shall make payments on the Receivables to the Servicer who shall deposit all such payments in the Collection Account no later than the second Business Day following the Date of Processing thereof. The Master Servicer shall (or allocate such amounts to each Series of Investor Certificates and to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV and shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof Trustee to withdraw the required amounts from the Collection Account or pay such amounts to the Group I Collection Account Sub-Account (Holder of the Exchangeable Transferor Certificate in accordance with this Article IV. The Servicer shall make such deposits or payments on the date indicated herein by wire transfer or as otherwise provided in the Supplement for any Series of Certificates with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect such Series. Notwithstanding anything in this Agreement to the Group II Student Loans) all payments by or on behalf of the Obligors with respect contrary, but subject to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoingterms of any Supplement, for so long as (i) Key Bank USAas, National Association and only so long as, Fingerhut (or its Affiliateany successors to Fingerhut) is or an Affiliate of Fingerhut shall remain the AdministratorServicer hereunder, and (a)(i) Fingerhut (or any successors to Fingerhut) or an Affiliate of Fingerhut provides to the Trustee a letter of credit or other form of Enhancement rated at least A-1 by Standard & Poor's and P-1 by Moody's (as certified to the Trustee by the Servicer), and (ii) no Administrator Default after notifying each Rating Agency of the proposed use of such letter of credit or other form of Enhancement the Transferor shall have occurred received a notice from each Rating Agency that making payments monthly rather than daily would not result in a downgrading or withdrawal of any of such Rating Agency's then-existing ratings of the Investor Certificates, or (b) FCI (or any successors to FCI) shall have and be continuing, (iii) the Administrator’s longmaintain a short-term debt is rated credit rating of at least “A-” A-1 by S&P Standard & Poor's and “A3” P-1 by ▇▇▇▇▇’▇ and Moody's (iv) prior to ceasing daily remittances as certified to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed to have been satisfied on the Closing Date) (and any conditions or limitations imposed Trustee by the Rating Agencies in connection therewith are complied withServicer), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections Collections from the Collection Account into the Group I Collection Account Sub-Principal Account or the Group II Collection Interest Funding Account Sub-or any Series Account, as applicableor make payments to the Holder of the Exchangeable Transferor Certificate, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding close of business on the foregoing, on or before day any Collections are deposited in the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Accountas otherwise provided in this Article IV, as applicablebut may instead make such deposits, that portion of such amounts received by it that is payments and withdrawals on each Transfer Date in an amount equal to the related Master Servicing Fee payable on net amount of such date. In deposits, payments and withdrawals which would have been made but for the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes provisions of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)paragraph.

Collections. The Master (a) Except as otherwise provided in this Agreement, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively Collections (other than Purchased Student Loans)payments on Repurchased Receivables) not later than the second Business Day after identification thereof; provided, and all related Liquidation Proceeds and Recoverieshowever, as collected that if the Monthly Remittance Condition is satisfied, then the Servicer shall not be required to deposit into the Collection Account an amount equal to the Collections received during the related Collection PeriodPeriod until the Business Day before each Distribution Date. Notwithstanding the foregoing, for so long as The “Monthly Remittance Condition” shall be deemed to be satisfied if (i) Key Bank USA, National Association (or its Affiliate) NMAC is the Administrator, Servicer and (ii) no Administrator Default shall have occurred and be continuing, (iii) the AdministratorNMAC’s longshort-term unsecured debt is obligations are rated [at least “A-F2” by S&P and Fitch[,] [and]] [at least “A3P-1” by ▇▇▇▇▇’▇ ▇] [and at least “A-1” by S&P]. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which the Monthly Remittance Condition is not satisfied, all Collections then held by the Servicer shall be immediately deposited into the Collection Account and all future Collections on or in respect of the Receivables (ivother than payments on Repurchased Receivables) prior to ceasing daily remittances and all Net Liquidation Proceeds shall be remitted by the Servicer to the applicable sub-account of Collection Account not later than the second Business Day after identification thereof. Notwithstanding the foregoing, the Servicer may remit Collections to the Collection Account on any other alternate remittance schedule (but not later than the related Distribution Date) if the Rating Agency Condition is satisfied with respect to such alternate remittance schedule. Pending deposit into the Collection Account, Collections may be commingled and used by the Rating Agency Condition shall have been satisfied Servicer at its own risk and are not required to be segregated from its own funds. (which the parties hereto agree shall be deemed to have been satisfied b) [The Indenture Trustee will promptly, on the Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with)date of receipt, the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts all Net [Swap][Cap] Receipts received by it that is equal to under the related Master Interest Rate [Swap][Cap] Agreement in immediately available funds.] 42 (NAROT 20[ ]-[ ] Sale and Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the DepartmentAgreement).

Collections. The (a) On or prior to the Closing Date, each Master Servicer shall (open, or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans)be opened, and all related Liquidation Proceeds and Recoveriesshall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "Wells Fargo Bank National Association, as collected during General Master Servicer for ▇▇▇▇lle Bank National Association, as Trustee for the Collection Period. Notwithstanding the foregoingHolders of Morgan Stanley Capital I Inc., for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s longCommercial Mortgage Pass-term debt is rated at least “A-” by S&P and “A3” by Through Certi▇▇▇▇▇’▇ ▇s, ▇▇▇▇▇s 2005-IQ9" and "NCB, FSB, as NCB Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certi▇▇▇▇▇▇s, ▇▇▇▇▇s 2005-IQ9" (ivcollectively, or individually, as the case may be the "Certificate Account"). The General Master Servicer shall maintain the Certificate Account with respect to all of the Mortgage Loans (other than the NCB, FSB Loans) and the NCB Master Servicer shall maintain the Certificate Account with respect to the NCB, FSB Loans. On or prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed to have been satisfied on the Closing Date, each Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "Wells Fargo Bank, National Association, as General Master Servicer fo▇ ▇▇▇alle Bank National Association, as Trustee for the Holders of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certi▇▇▇▇▇▇s, ▇▇▇▇▇s 2005-IQ9" and "NCB, FSB, as NCB Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certi▇▇▇▇▇▇s, ▇▇▇▇▇s 2005-IQ9" (collectively, or individually, as the case may be, the "Interest Reserve Account"). The General Master Servicer shall maintain the Interest Reserve Accounts with respect to non-NCB, FSB Loans and the NCB Master Servicer shall maintain the Interest Reserve Accounts with respect to the NCB, FSB Loans. (b) On or prior to the date a Master Servicer shall first deposit funds in a Certificate Account or an Interest Reserve Account, as the case may be, such Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicers shall take such actions as are necessary to cause any depository institution holding a Certificate Account and an Interest Reserve Account to hold such accounts in the name of the applicable Master Servicer as provided in Section 5.1(a), subject to such Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and any conditions investments and its rights of withdrawal under this Agreement. (c) The applicable Master Servicer shall deposit, or limitations imposed by cause to be deposited, into its Certificate Account on the Rating Agencies Business Day following receipt (or, in connection therewith are complied withthe case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to such Master Servicer shall (or shall cause by the applicable Special Servicer from the applicable REO Account pursuant to Section 9.14 and amounts received from the Primary Servicers or Sub-Servicers to) remit such collections within two Business Days Servicers), other than amounts received by it in respect of receipt thereof to interest and principal on the Administrator, and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, Mortgage Loans due on or before the Business Day preceding each Monthly Servicing Payment Cut-Off Date which shall be remitted to the applicable Seller (provided that is not a Distribution Date, the Administrator shall such Master Servicer (I) may retain amounts otherwise payable to such Master Servicer as provided in Section 5.2(a) rather than deposit them into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-such Certificate Account, as applicable(II) shall, that portion of such amounts received by it that is equal rather than deposit them in the Certificate Account, directly remit to the related Master Primary Servicers the applicable Primary Servicing Fee Fees payable on such date. In as provided in Section 5.2(a)(iv) (unless already retained by the event that any applicable Primary Servicer), and (III) shall, rather than deposit them in a Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv) (unless already retained by the applicable holder of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Departmentexcess servicing rights).):

Collections. (a) The Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two (2) Business Days of receipt thereof in cash to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans), Receivables) and all related Liquidation Proceeds and RecoveriesProceeds, both as collected during the each Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I Receivables or Group II Student Loansthe Financed Assets by Persons other than the Servicer, E*Trade Consumer Finance, the Transferor or the Depositor. (b) Notwithstanding anything in this Agreement to the contrary, if (i) E*Trade Consumer Finance is the Servicer, (ii) no Servicer Default has occurred and is continuing and (iii) (A) the Servicer’s short-term unsecured debt rating is at least “A-1” by Standard & Poor’s and “Prime-1” by Moody’s, or (B) E*Trade Consumer Finance otherwise obtains the Rating Agency confirmations described below, then (subject to any limitations in such confirmations described below), the Servicer need not make the daily deposits of payments and Liquidation Proceeds into the Collection Account as applicableprovided in Section 5.02(a), but may make a single deposit into the Collection Account in same-day funds not later than 2:00 p.m. (New York City time) on each Determination Date in a net amount equal to the amount which would have been on deposit with respect to the immediately preceding Collection Period in the Collection Account; provided, however, that prior to ceasing daily deposits as described in Section 5.02(a) the Servicer shall have delivered to the Indenture Trustee (i) only if E*Trade Consumer Finance is relying on clause (b)(iii)(B) above, written confirmation from each of the Rating Agencies that the failure by E*Trade Consumer Finance to make daily deposits shall not result in a qualification, reduction or on behalf withdrawal of borrowers thereof the rating of any Notes then Outstanding and (ii) a certificate of a vice president or other officer of the Guarantors Servicer stating that all conditions described in this paragraph to the cessation of the Servicer’s duty to make daily deposits have been satisfied. If (but excluding i) E*Trade Consumer Finance is no longer the Department)Servicer, (ii) a Servicer Default has occurred and is continuing, (iii) the Servicer shall cease to have the required short-term unsecured debt ratings described in the previous sentence, or (iv) any Rating Agency shall revoke its confirmation described in the previous sentence or E*Trade Consumer Finance shall fail to comply with any limitations in any such confirmation, then (A) the Servicer shall comply with Section 5.02(a) until such time as the conditions described in the previous sentence have been satisfied and (B) E*Trade Consumer Finance promptly shall notify the Indenture Trustee as to the failure of such conditions to be satisfied. (c) If (i) the Servicer makes a deposit into the Collection Account in respect of a payment of a Receivable and such payment was received by the Servicer in the form of a check which is not honored for any reason or (ii) the Servicer makes a mistake with respect to the amount of any payment and deposits an amount that is less than or more than the actual amount of such payment, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any Receivable in respect of which a dishonored check is received shall be deemed not to have been paid.

Collections. The Master (a) Except as otherwise provided in this Agreement, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments received by or on behalf of the Obligors with on or in respect to of the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans), excluding payments on the Warranty Receivables or the Administrative Receivables) and all related Net Liquidation Proceeds and Recoveries, as collected during not later than the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one second Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt after identification thereof. For purposes of this Article V, the phrase “payments received by or on behalf of the Obligors” shall mean payments made with respect by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by Moody’s and NMAC’s short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor’s, Nissan Capital of America, Inc.’s short-term unsecured debt obligations) are rated “A-1” by Standard & Poor’s (so long as Moody’s and Standard & Poor’s are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Group I Rating Agencies, and (iii) no Event of Default or Group II Student LoansServicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”); the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as applicableany Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on behalf of borrowers thereof Warranty Receivables and the Guarantors Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but excluding in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the DepartmentMonthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to any Class of Notes.

Collections. The Master Indenture Trustee shall review the Servicer's Certificate prepared by the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of immediately upon receipt thereof pursuant to Section 8.09 of the 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 (vii), the Indenture Trustee shall withdraw or direct the Servicer to withdraw from the Spread Account, to the Group I 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 Sub-Account Account; or, if the Notes shall have been 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 (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 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. 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 any event not later than 1:00 p.m., New York City time, on the Business Day preceding the Payment Date) deliver a Notice for Payment as defined in the Policy (appropriately completed) to the Fiscal Agent with respect to the Group I Student Loans) or Policy. The Indenture Trustee shall, immediately upon receipt, deposit in the Group II Collection Account Sub-Account (with any funds received by the Indenture Trustee in respect of funds drawn under the Policy from the Insurer. 57 If the Available Funds for a Payment Date are insufficient to pay current and past due Insurance Premiums on the Policy, or any amounts owing to the Group II Student Loans) all payments by or on behalf of the Obligors with respect Insurer pursuant to the Group I Insurance Agreement including, without limitation, reimbursements, indemnities, fees and Group II Student Loansexpenses, respectively (other than Purchased Student Loans)plus accrued interest thereon, and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection AccountInsurer, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause notify the applicable Sub-Servicers to) remit Indenture Trustee of such collections within two Business Days of receipt thereof to the Administratordeficiency, and the Administrator need not applicable Available Spread Amount, if any, then on deposit such collections into in the Group I Collection Spread Account Sub-Account (after giving effect to any withdrawal to satisfy a deficiency in the Monthly Servicing Fee, Monthly Interest or the Group II Collection Account Sub-AccountMonthly Principal, as applicable, until one Business Day immediately prior other than amounts that would be attributable to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator Accelerated Principal Amount) shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of be available to cover such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)deficiency.

Collections. The Master From and after the occurrence of a Complete Servicing Transfer, the Seller and the Servicer shall (or shall will cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to be transmitted and delivered directly to the Group I Collection Account Sub-Account Administrator on behalf of the Buyers, forthwith upon receipt and in the exact form received, all Collections (properly endorsed, where required, so that such items may be collected by the Administrator) on account of the Buyers' Participation Interests in the Purchased Receivables. Such Collections shall remain subject to the provisions herein pertaining to allocation and application of Collections, including without limitation Sections 5.03 and 5.04 hereof. All such Collections consisting of cash shall not be commingled with other items or monies of the Seller, the Company, or any Originator for a period longer than two (2) Business Days. If the Administrator receives items or monies that are not payments on account of the Buyers' Participation Interests in the Purchased Receivables, such items or monies shall be delivered promptly to the Seller after being so identified by the Administrator. The Seller hereby irrevocably grants the Administrator an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of the Seller all steps with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (Purchased Receivable consistent with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I applicable law and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is which the Administrator, in its reasonable discretion, may deem necessary or advisable to negotiate or otherwise realize on any right of any kind held or owned by the Seller or transmitted to or received by the Administrator, a Buyer or a Buyer Agent (iiwhether or not from the Seller or any Obligor) no in connection with the Buyers' Participation Interests in such Purchased Receivable; provided, however, that the Administrator Default hereby agrees not to exercise such power of attorney unless a Servicer Event shall have occurred and be continuing, (iii) the . The Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof to the Administrator, Buyers and the Administrator need not deposit Buyer Agents will provide such collections into periodic accountings and other information related to disposition of funds so collected as the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)Seller may reasonably request.

Collections. (i) The Master Servicer shall 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. (or shall cause the applicable Sub-Servicers toii) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (The Servicer acknowledges that Collections and/or other Collateral Proceeds received by it with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect any Mortgage Asset belong to the Group II Student Loans) all payments by or Borrower and have been pledged to the Administrative Agent, on behalf of the Obligors 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 no later than such Settlement Date or at the end of such Interest Period, or, on or after the Drawdown Termination Date or upon the occurrence and during the continuation of 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 respect its own funds and use such funds for its own business purposes. (iii) Prior to the Group I and Group II Student LoansDrawdown Termination Date, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Servicer shall withdraw funds from the Collection PeriodAccount (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 the related Lenders. Notwithstanding On each Settlement Date, the foregoingServicer 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, for so long as on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable, on a pro rata basis, to (i) Key Bank USAOne, National Association (or its Affiliate) is as a Managing Agent under the Administrator, Bank One Managing Agent Fee Letter shall be paid to Bank One’s Managing Agent’s Account and (ii) no Administrator Default 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, an amount equal to the unpaid Principal Debt payable to the Seasonal Lenders shall be paid to the Managing Agent’s Accounts related to the Seasonal Lenders until the Principal Debt owing to the Seasonal Lenders is reduced to zero; provided that, if the application of such amounts to the 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 (iiiincluding Seasonal Advances) owing to the AdministratorLenders 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 long-term debt is rated at least “A-” by S&P Account. (G) 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 “A3” by ▇▇▇▇▇’▇ (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. (H) 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) prior On the Drawdown Termination Date and thereafter, the Administrative Agent shall make payments from the Collection Account (to ceasing daily remittances 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 sub-account 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 Collection 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, the Rating Agency Condition each Managing Agent shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit distribute such collections within two Business Days of receipt thereof funds to the Administrator, and Lenders in its Group or to itself for application to the Administrator need not deposit such collections into Obligations in accordance with the Group I Collection Account Sub-Account order of priority set forth in Section 2.7(c)(iii) or the Group II Collection Account Sub-Account(iv), as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department).

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 Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Financed Student Loans, respectively Loans (other than Purchased Student Loans), and all related Liquidation Proceeds and RecoveriesProceeds, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is remains the Administrator, (ii) no Administrator Default shall have occurred and be continuing, continuing and (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; providedPROVIDED, howeverHOWEVER, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, (i) that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such datedate and (ii) Guarantee Payments made by TERI ▇▇ excess of the Maximum TERI ▇▇▇ments Amount. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two five Business Days of receipt thereof. For purposes of this Article V, the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to the Group I or Group II Financed Student Loans, as applicable, Loans by or on behalf of borrowers thereof and the Guarantors (but excluding the Department).

Collections. The Master Servicer shall (or shall cause Instruct all Obligors to deliver payments on the applicable Sub-Servicers to) remit within two Business Days of receipt thereof Receivables Conveyed by Seller hereunder to the Group I a Collection Account Subor a Lock-Account (with respect Box. Seller and the Servicer will, at all times, maintain such books and records necessary to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is identify Collections received from time to time on such Receivables and the Administrator, accounts in which such Collections are held and (ii) no Administrator segregate such Collections from other property of Seller, subject to any commingling expressly permitted under the Receivables Purchase and Financing Agreement; provided, that segregation of such Collections from any Excluded Collections shall not be required unless an Event of Default or Ratings Event I shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have segregation has been satisfied (which the parties hereto agree shall be deemed to have been satisfied on the Closing Date) (and any conditions or limitations imposed required by the Rating Agencies in connection therewith Administrative Agent under the Receivables Purchase and Financing Agreement. If any payments on such Receivables or other Collections on Pool Receivables are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account received by Seller or the Group II Collection Account Sub-AccountServicer, Seller or the Servicer, as applicable, until one shall hold such payments in trust for the benefit of the SPE, the Administrative Agent, the Purchasers/Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Day immediately prior to the next following Distribution DateDays after receipt) remit such funds into a Collection Account; provided, howeverthat Collections may be held in Permitted Linked Accounts to the extent permitted in the Receivables Purchase and Financing Agreement. Seller shall not permit funds other than Collections on Receivables and other Supporting Assets and Excluded Collections to be deposited into any Collection Account. Seller will not, thatand will not permit any other Person to, notwithstanding commingle Collections or other funds to which the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution DateSPE, the Administrator shall deposit into the Group I Collection Account Sub-Account Administrative Agent, any Purchaser/Lender or the Group II Collection Account Sub-Accountany other Secured Party is entitled, as applicable, that portion of such amounts received by it that is equal with any other funds other than Excluded Collections or to the related Master Servicing Fee payable on such date. In extent otherwise expressly permitted under the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof Receivables Purchase and the Guarantors (but excluding the Department)Financing Agreement.

Collections. The Master (a) Except as otherwise provided in this Agreement, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof daily to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments received by or on behalf of the Obligors with on or in respect to of the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans)than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all related Net Liquidation Proceeds and Recoveries, as collected during the Collection Periodwithin two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) TMCC is the AdministratorServicer, (ii) either (a) TMCC's short-term unsecured debt is rated ___ by Moody's ___ by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (b) certain arrangements are made that are acceptable to the Rating Agencies and (iii) no Administrator Servicing Default or Event of Default shall have occurred and be continuing, continuing (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Accountcollectively, the Rating Agency Condition shall have been satisfied (which the 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"Monthly Remittance Conditions"), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Conditions is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days of after receipt thereof to the Administrator, and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, thereof. (b) Except as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Dateotherwise provided in this Agreement, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator Servicer shall deposit all collections held by it into Payments Ahead in the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). For purposes of this Article VNotwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the phrase “payments by or on behalf of Obligors” Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall mean payments made with respect be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Group I Collection Account pursuant to Section 5.06(a)(ii). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Group II Student LoansPayment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Condition), as applicableif the Servicer provides to the Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the qualification, by reduction or on behalf withdrawal of borrowers thereof and the Guarantors (but excluding rating then assigned to any Class of Notes or the Department)Certificates.

Collections. The Master (i) Instruct (A) all Obligors of SCC Receivables to cause all Collections to be deposited directly to the Collection Account or one of the Lock-Box Accounts and (B) all Obligors of Quill Receivables to cause all Collections to be deposited directly to the Collection Account or, so long as the Agent shall not have delivered a Collection Trigger Notice, to the Quill P.O. Box or the Quill Account and (ii) prevent the deposit of any funds other than Collections in respect of Receivables into any of the Lock-Box Accounts or the Quill Account and, to the extent that any such funds are nevertheless deposited into any of such Lock-Box Accounts or the Quill Account, promptly identify any such funds to the Agent for segregation and remittance to the owner thereof. If at any time such Collections are deposited into the Quill P.O. Box or the Servicer shall (receive any Collections on Quill Receivables, the Servicer shall remit or shall cause to be remitted such Collections to the applicable Sub-Servicers to) remit Quill Account within two Business Days (or, if an Event of Termination or a Downgrade Event has occurred, within one Business Day) following the receipt thereof and identification thereof. If the Servicer shall receive any Collections on SCC Receivables, the Servicer shall remit or cause to be remitted such Collections to the Group I Collection Account SubLock-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such collections Box Accounts within two Business Days following the Servicer's receipt and identification thereof (or if an Event of receipt thereof Termination or a Downgrade Event has occurred, within one Business Day); and cause all such amounts deposited in the Lock-Box Accounts to be transferred to the Administrator, and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made in accordance with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)SECTION 2.04.

Collections. The Master Servicer Seller shall (instruct, or shall cause require the applicable Sub-Servicers to) remit within two Business Days of receipt thereof ----------- Originator to the Group I Collection Account Sub-Account (with respect instruct, all Obligors to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect pay all Collections directly to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USAa segregated lock-box or other Collection Account listed on EXHIBIT III, National Association (each of which is subject to a Collection Account Agreement, or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuingat one of the Originator's or one of its Wholly-Owned Subsidiaries' stores. In the case of payments remitted to any such lock-box or store, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances Originator may credit those payments against the Subordinated Loan and/or retain such payments except to the applicable sub-extent that the Seller is obligated to pay such amounts to the Agent for the benefit of the Purchasers hereunder (in which case, such payments shall be paid to a depositary account of the Seller listed on EXHIBIT III hereto). The Seller shall maintain exclusive dominion and control (subject to the terms of this Agreement) to each Collection Account. In the case of any Collections received by the Seller or the Originator or at one of its or its Wholly-Owned Subsidiary's stores following the occurrence of a Servicer Default, the Rating Agency Condition Seller shall remit, or shall require the Originator to remit, such Collections to a Collection Account of the Seller not later than the Business Day immediately following the date of receipt of such Collections, and, at all times prior to such remittance, the Seller or the Originator, as the case may be, shall itself hold such Collections in trust, for the exclusive benefit of the Agent and the Purchasers. In the case of any remittances received by the Seller in any such Collection Account that shall have been satisfied (which identified, to the parties hereto agree shall be deemed satisfaction of the Servicer, to have been satisfied on not constitute Collections or other proceeds of the Closing Date) (and any conditions Receivables or limitations imposed by the Rating Agencies in connection therewith are complied with)Related Security, the Master Servicer Seller shall (or shall cause the applicable Sub-Servicers to) promptly remit such collections within two Business Days of receipt thereof items to the AdministratorPerson identified to it as being the owner of such remittances. From and after the date the Agent delivers to any of the Collection Banks a Collection Notice pursuant to SECTION 6.3, the Agent may request that the Seller, and the Administrator need Seller thereupon promptly shall and shall direct the Originator to, direct all Obligors on Receivables to remit all payments thereon to a new depositary account (the "NEW CONCENTRATION ACCOUNT") specified by the Agent and, at all times thereafter the Seller shall not deposit such collections into or otherwise credit, and shall not permit the Group I Originator or any other Person to deposit or otherwise credit to the New Concentration Account any cash or payment item other than Collections. Alternatively, the Agent may request that the Seller, and the Seller thereupon promptly shall, direct all Persons then making remittances to any Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior listed on EXHIBIT III which remittances are not payments on Receivables to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, deliver such remittances to a location other than an account listed on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)EXHIBIT III.

Collections. The Master Except as provided below, Servicer shall (or deposit all Collections in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following such Date of Processing. Servicer shall cause the applicable Sub-Servicers to) remit within two Business Days allocate such amounts to each Series of receipt thereof Investor Certificates and to the Group I Holder of the Transferor Interest in accordance with this Article IV and shall withdraw the required amounts from the Collection Account Sub-Account (or pay such amounts to the Holder of the Transferor Interest in accordance with this Article IV, in both cases as modified by any Supplement. Servicer shall make such deposits or payments on the date indicated therein by wire transfer or as otherwise provided in the Supplement for any Series of Certificates with respect to the Group I Student Loanssuch Series. (i) Servicer provides to Trustee a letter of credit or the Group II Collection Account Sub-Account (with respect other credit enhancement covering collection risk of Servicer acceptable to the Group II Student LoansRating Agencies, and (ii) all payments by Transferor shall not have received a notice from any Rating Agency that reliance on such a letter of credit or on behalf other credit enhancement would result in the lowering of such Rating Agency's then-existing rating of the Obligors with respect to Investor Certificates, or (b) the Group I and Group II Student Loanscertificate of deposit or unsecured short-term debt obligations of Transferor are rated P-1 by Moody's (or, respectively (other than Purchased Student Loans)if neither such certificates of deposit nor such obligations of Transferor are rated by Moody's, and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Moody's has not notified Servicer that reliance upon Mellon Bank USACorporation's ratings for this purpose would result in a lowering of Moody's then-existing rating of the Investor Certificates, National Association (then the counterparty risk or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term unsecured debt is of Mellon Bank Corporation are rated at least “A-” A2 by S&P Moody's), at least A-1 by Standard & Poor's and “A3” insured by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of BIF or SAIF, Servicer need not deposit Collections into the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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)Excess Funding Account, the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Finance Charge Account or the Group II Collection Account Sub-any Series Account, as applicableprovided in any Supplement, until one Business Day immediately prior or make payments to the next following Distribution Date; provided, however, that, notwithstanding the foregoingTransferor, on or before the second Business Day preceding following the Date of Processing of such Receivables as provided in this Article IV, but may make such deposits, payments and withdrawals on each Transfer Date or as specified in the related Supplement in an amount equal to the net amount of such deposits, payments and withdrawals which would have been made but for the provisions of this paragraph. Notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Servicing Payment Date that Period, whether Servicer is not a Distribution Daterequired to make quarterly, monthly or daily deposits into the Collection Account, the Administrator shall deposit into Finance Charge Account, the Group I Collection Account Sub-Excess Funding Account or the Group II Collection Account Sub-any Series Account, as applicableprovided in any Supplement, that portion of (i) Servicer will only be required to deposit Collections into the Collection Account, the Finance Charge Account, the Excess Funding Account or any Series Account up to the required amount to be deposited into any such amounts received by it that is equal deposit account or, without duplication, distributed on or prior to the related Master Servicing Fee payable on Distribution Date to Investor Holders or to any Credit Enhancement Provider pursuant to the terms of any Supplement or agreement relating to such date. In Credit Enhancement, and (ii) if at any time prior to such Distribution Date the event that any amount of Collections deposited in the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or exceeds the Group II amount required to be deposited pursuant to clause (i), Servicer may withdraw the excess from the Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department).

Collections. (a) The Master Servicer shall (or shall cause the applicable Subremit daily within forty-Servicers to) remit within two Business Days eight hours of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as Collections collected during the Collection Period. Notwithstanding Chase USA has requested that, so long as it is acting as the foregoingServicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s longshort-term debt is rated certificate of deposit ratings of the Servicer are at least “A-” P-1 by S&P Moody's, "F1" by Fitch (if rated by Fitch) and “A3” "A-1" by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection AccountStandard & Poor's, or the Rating Agency Condition is satisfied as a result of Collections being remitted on a monthly, rather than daily, basis and (ii) the Servicer shall have been satisfied be Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase "payments made on behalf of the Obligors" shall mean payments made by Persons other than the Seller or the Servicer. (which b) Notwithstanding anything in this Agreement to the parties hereto agree contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer 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 shall (or shall cause the applicable Sub-Servicers to) remit purchased such collections within two Business Days of receipt thereof Receivable pursuant to the Administrator, and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, Section 4.6 as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances last day of the Collection Period during which such error shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)have occurred.

Collections. The Master (a) Except as otherwise provided in this Agreement, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof daily to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments received by or on behalf of the Obligors with on or in respect to of the Group I Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and Group II Student Loansall Net Liquidation Proceeds not later than the first Business Day after receipt thereof. For purposes of this Article V, respectively (the phrase "payments received by or on behalf of the Obligors" shall mean payments made by Persons other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection PeriodServicer. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) NMAC is the AdministratorServicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no Administrator short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuingcontinuing (unless waived by the appropriate Securityholders) (collectively, (iii) the Administrator’s long-term debt is rated "Monthly Remittance Conditions"); the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least “A-” two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by S&P the Servicer shall be immediately deposited into the Collection Account and “A3” all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances the Servicer to the applicable sub-account of Collection Account on a daily basis not later than the Collection Account, first Business Day after receipt thereof. (b) The Indenture Trustee or the Rating Agency Condition Owner Trustee shall have been satisfied (which the parties hereto agree shall not be deemed to have been knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied on as of the Closing Date) (and any conditions or limitations imposed by the Rating Agencies , no such notice shall be required in connection therewith are complied withtherewith), the Master Servicer shall . (or shall cause the applicable SubNissan 2003-Servicers toB Sale and Servicing Agreement) (d) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding Notwithstanding the foregoing, on or if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution DateRemittance Condition became unsatisfied), if the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal Servicer provides to the related Master Servicing Fee payable on Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such date. In alternative remittance schedule will not result in the event that any downgrading or withdrawal by such Rating Agency of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, ratings then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days assigned to any Class of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)Notes.

Collections. The Master (a) Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf 21 SALE AND SERVICING AGREEMENT of the Obligors with respect to the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans), any amounts constituting Supplemental Servicing Fees) and all related Liquidation Proceeds and RecoveriesProceeds, both as collected during the Collection Period. Notwithstanding the foregoing, for so long as if AmSouth is the Servicer and (i) Key Bank USAshall have the Required Rating or (ii) Indenture Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Notes or the Certificates would not be lowered or withdrawn as a result, National Association Servicer may deposit all amounts referred to above for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that (or its Affiliatei) if a Servicer Termination Event has occurred and is the Administratorcontinuing, (ii) no Administrator Default shall have occurred and be continuing, Servicer has been terminated as such pursuant to Section 8.1 or (iii) Servicer ceases to have the Administrator’s long-term debt is rated at least “A-” Required Rating, Servicer shall deposit such amounts (including any amounts then being held by S&P and “A3” by ▇▇▇▇▇’▇ and (ivServicer) prior to ceasing daily remittances to the applicable sub-account of into the Collection Account, Account as provided in the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereofsentence. For purposes of this Article V, V the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to the Group I Receivables by Persons other than Servicer, Seller or Group II Student Loansany Seller Affiliate. (b) With respect to each Receivable (other than a Purchased Receivable or a Precomputed Receivable), as applicable, collections and payments by or on behalf of borrowers thereof the Obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to interest and principal in accordance with the Guarantors Simple Interest Method, as applied by Servicer. Any excess shall be applied to prepay the Receivable. All Liquidation Proceeds shall be treated as Interest Collections. (but excluding c) With respect to each Precomputed Receivable, collections and payments by or on behalf of an Obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to the Department)scheduled payments due on such Precomputed Receivable for such Collection Period. To the extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account and applied either to the scheduled payments due or to prepay the Precomputed Receivable in full in accordance with Section 5.5.

Collections. (i) The Master Servicer shall 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. (or shall cause the applicable Sub-Servicers toii) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (The Servicer acknowledges that Collections and/or other Collateral Proceeds received by it with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect any Mortgage Asset belong to the Group II Student Loans) all payments by or Borrower and have been pledged to the Administrative Agent, on behalf of the Obligors with respect 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 Group I and Group II Student Loans, respectively following Settlement Date (other than Purchased Student Loansor end of the related Interest Period) pursuant to Section 2.7(c)(iii) or (iv), as applicable, into the Collection Account no later than such Settlement Date or at the end of such Interest Period, or, on or after the Drawdown Termination Date or upon the occurrence and all related Liquidation Proceeds and Recoveries, as collected during the Collection Periodcontinuation of an Event of Default, within one Business Day after receipt by the Servicer. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of Until deposited into the Collection Account, the Rating Agency Condition Servicer may commingle Collections and other Collateral Proceeds with its own funds and use such funds for its own business purposes. (iii) Prior to the Drawdown Termination Date, the Servicer shall have been satisfied 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 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 parties hereto agree 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 deemed paid to have been satisfied the Servicer. (B) To the extent not previously paid, on each Settlement Date, an amount equal to the Closing 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 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 conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer other unpaid Obligations shall (or shall cause be paid to the applicable Sub-Servicers toManaging Agent’s Account. (G) remit such collections within two Business Days On the Settlement Date on which all Obligations are paid in full, if the Servicer is one of receipt thereof 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 AdministratorServicer. (v) Upon receipt of funds deposited into its Managing Agent’s Account, and each Managing Agent shall distribute such funds to the Administrator need not deposit such collections into Lenders in its Group or to itself for application to the Group I Collection Account Sub-Account Obligations in accordance with the order of priority set forth in Section 2.7(c)(iii) or the Group II Collection Account Sub-Account(iv), as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department).

Collections. The Master Except as provided below, Servicer shall (or deposit all Collections in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following such Date of Processing. The exception described in the third paragraph of this subsection 4.3(a) shall cause the applicable Sub-Servicers to) remit within two Business Days not apply to Principal Collections. Servicer shall allocate such amounts to each Series of receipt thereof Investor Certificates and to the Group I Holder of the Transferor Interest in accordance with this Article IV and shall withdraw the required amounts from the Collection Account Sub-Account (or pay such amounts to the Holder of the Transferor Interest in accordance with this Article IV, in both cases as modified by any Supplement. Servicer shall make such deposits or payments on the date indicated therein by wire transfer or as otherwise provided in the Supplement for any Series of Certificates with respect to the Group I Student Loanssuch Series. (i) Servicer provides to Trustee a letter of credit or the Group II Collection Account Sub-Account (with respect other credit enhancement covering collection risk of Servicer acceptable to the Group II Student LoansRating Agencies, and (ii) all payments by Transferor shall not have received a notice from any Rating Agency that reliance on such a letter of credit or on behalf other credit enhancement would result in the lowering of such Rating Agency's then-existing rating of the Obligors with respect to Investor Certificates, or (b) the Group I and Group II Student Loanscertificate of deposit or unsecured short-term debt obligations of Transferor are rated P-1 by Moody's (or, respectively (other than Purchased Student Loans)if neither such certificates of deposit nor such obligations of Transferor are rated by Moody's, and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Moody's has not notified Servicer that reliance upon Mellon Bank USACorporation's ratings for this purpose would result in a lowering of Moody's then-existing rating of the Investor Certificates, National Association (then the counterparty risk or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term unsecured debt is of Mellon Bank Corporation are rated at least “A-” A2 by S&P Moody's), at least A-1 by Standard & Poor's and “A3” insured by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of BIF or SAIF, Servicer need not deposit Finance Charge Collections into the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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)Excess Funding Account, the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Finance Charge Account or the Group II Collection Account Sub-any Series Account, as applicableprovided in any Supplement, until one Business Day immediately prior or make payments to the next following Distribution Date; provided, however, that, notwithstanding the foregoingTransferor, on or before the second Business Day preceding following the Date of Processing of such Receivables as provided in this Article IV, but may make such deposits, payments and withdrawals on each Transfer Date or as specified in the related Supplement in an amount equal to the net amount of such deposits, payments and withdrawals which would have been made but for the provisions of this paragraph. Notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Servicing Payment Date that Period, whether Servicer is not a Distribution Daterequired to make quarterly, monthly or daily deposits of Finance Charge Collections into the Collection Account, the Administrator shall deposit into Finance Charge Account, the Group I Collection Account Sub-Excess Funding Account or the Group II Collection Account Sub-any Series Account, as applicableprovided in any Supplement, that portion of (i) Servicer will only be required to deposit Finance Charge Collections into the Collection Account, the Finance Charge Account, the Excess Funding Account or any Series Account up to the required amount to be deposited into any such amounts received by it that is equal deposit account or, without duplication, distributed on or prior to the related Master Servicing Fee payable on Distribution Date to Investor Holders or to any Credit Enhancement Provider pursuant to the terms of any Supplement or agreement relating to such date. In Credit Enhancement, and (ii) if at any time prior to such Distribution Date the event that any amount of Finance Charge Collections deposited in the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or exceeds the Group II amount required to be deposited pursuant to clause (i), Servicer may withdraw the excess from the Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department).

Collections. (a) 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 Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans), Receivables) and all related Liquidation Proceeds and RecoveriesProceeds, both as collected during the each Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, V the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to the Group I Receivables or Group II Student Loansthe Financed Boats by Persons other than the Servicer, DFS, the Transferor or the Depositor. (b) Notwithstanding anything in this Agreement to the contrary, if (i) DFS is the Servicer, (ii) no Servicer Default has occurred and is continuing and (iii) (x) DFS arranges for and maintains a letter of credit or other form of credit enhancement for the benefit of the Trust in respect of the Servicer's obligations to make deposits of payments and Liquidation Proceeds in the Collection Account that is acceptable in form and substance to each Rating Agency or (y) DFS otherwise obtains the Rating Agency confirmations described below, then, subject to any limitations in the confirmations described below, the Servicer need not make the daily deposits of payments and Liquidation Proceeds into the Collection Account as applicableprovided in Section 5.02(a), but may make a single deposit into the Collection Account in same-day funds not later than 2:00 p.m., New York City time, on each Determination Date in a net amount equal to the amount which would have been on deposit with respect to the immediately preceding Collection Period in the Collection Account; provided, however, that prior to ceasing daily deposits as described in Section 5.02 (a) the Servicer shall have delivered to the Indenture Trustee (i) written confirmation from each of the Rating Agencies that the failure by DFS to make daily deposits shall not result in a qualification, reduction or withdrawal of the rating of any outstanding Notes and (ii) a certificate of a vice president or other officer of the Servicer stating that all conditions described in this paragraph to the cessation of the Servicer's duty to make daily deposits have been satisfied. If (i) DFS is no longer the Servicer, (ii) a Servicer Default has occurred and is continuing, (iii) any Rating Agency shall notify the Servicer that the letter of credit or other form of credit enhancement described in the previous sentence is not satisfactory to such Rating Agency or (iv) any Rating Agency shall revoke its confirmation described in the previous sentence or DFS shall fail to comply with any limitations in any such confirmation, then (x) the Servicer shall comply with Section 5.02(a) until such time as the conditions described in the previous sentence have been satisfied and (y) DFS promptly shall notify the Indenture Trustee as to the failure of such conditions to be satisfied. (c) If (i) the Servicer makes a deposit into the Collection Account in respect of a payment of a Receivable and such payment was received by the Servicer in the form of a check which is not honored for any reason or (ii) the Servicer makes a mistake with respect to the amount of any payment and deposits an amount that is less than or more than the actual amount of such payment, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any Receivable in respect of which a dishonored check is received shall be deemed not to have been paid. (d) As an administrative convenience, unless the Servicer is required to remit payments daily pursuant to Section 5.02(a) (taking into effect Section 5.02(b)), the Servicer may make the deposit of payments by or on behalf of borrowers thereof Obligors, Advances and Purchase Amounts for or with respect to the related Collection Period out of distributions to be made to the Servicer with respect to such Collection Period. However, the Servicer shall account to the Owner Trustee, the Indenture Trustee, the Noteholders and the Guarantors (but excluding the Department)Residual Interestholder as if all deposits, distributions and transfers were made individually.

Collections. The Master (a) Subject to the provisions of subsection (b) below, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loansi) all payments by or on behalf of the Obligors (including, subject to the next two sentences, Payaheads on the Receivables and Rule of 78's Payments, but excluding payments with respect to Purchased Receivables and amounts included in the Group I and Group II Student Loans, respectively (Supplemental Servicing Fee other than Purchased Student LoansRule of 78's Payments), including amounts treated as collections on Final Payment Receivables pursuant to Section 3.2(d) and (ii) all related Liquidation Proceeds and all Recoveries, received by the Servicer during any Collection Period, as collected during soon as practicable, but in no event after the close of business on the second Business Day after receipt thereof. Collections of Payaheads and Rule of 78's Payments shall be deposited in the Collection PeriodAccount, pursuant to the preceding sentence for purposes of administrative convenience only, pending, with respect to Payaheads, determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(g)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and such amounts shall not be transferred to the Collection Account until due, and with respect to Rule of 78's Payments, determination of such payments, which payments upon determination shall be made to the Servicer, and the Trust shall not be entitled to such amounts. MMCA, for so long as it is acting as the Servicer, may make remittances of collections on a less frequent basis than that specified in the immediately preceding paragraph. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 4.2(a) and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 4.2(a), the Servicer shall remit collections received during a Collection Period to the Collection Account in immediately available funds on the Business Day prior to the related Payment Date but only for so long as each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, for so long as if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (i) Key Bank USAwhich may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), National Association (if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from the Rating Agencies that such alternative remittance schedule will not result in the downgrading or its Affiliate) is withdrawal by the Administrator, Rating Agencies of the ratings then assigned to the Notes and the Certificates. The Owner Trustee or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) no Administrator Default shall have occurred and be continuing, or (iii) of the Administrator’s long-term debt is rated at least “A-” definition of Monthly Remittance Condition that would require daily remittance by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances the Servicer to the applicable sub-account Collection Account unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or written notice from the Holders of Notes evidencing not less than 25% of the principal balance of the then outstanding Notes or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or an Authorized Officer in the Corporate Trust Office with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. (b) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Collection Account, as soon as practicable, but in no event after the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed to have been satisfied close of business on the Closing Date) (and any conditions or limitations imposed second Business Day after receipt thereof by the Rating Agencies in connection therewith are complied with), the Master Servicer shall subservicer (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof but subject to the Administrator, and provisions of Section 4.2(a)) the Administrator need not deposit such collections into amounts referred to in Section 4.2(a) in respect of a Receivable being serviced by the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)subservicer.

Collections. The Master (a) Subject to the provisions of subsections (b) and (c) below, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Certificate Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to on the Group I and Group II Student LoansReceivables, respectively (other than Purchased Student Loans), and including all related Liquidation Proceeds and RecoveriesRecoveries received by the Servicer during any Collection Period, as collected during soon as practicable, but in no event after the Collection Periodclose of business (New York time) on the second Business Day after receipt thereof. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances Subject to the applicable sub-account provisions of the Collection Accountsubsection (c) hereof, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause deposit in the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections into the Group I Collection Certificate Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” the Obligors on the Receivables received by the Servicer after the close of business of the Servicer on the Cutoff Date and on or prior to the second Business Day immediately preceding the Closing Date. (b) Notwithstanding the provisions of Section 4.2(a), if (i) the Servicer shall mean payments made have the Required Rating or (ii) (a) the Servicer shall have obtained a letter of credit or surety bond (or similar form of performance guaranty) in favor of the Trustee, on behalf of the Trust for the benefit of the Certificateholders, providing that the Trustee may demand payment (up to the amount then available thereunder) in the event that the Servicer fails to make any payment or deposit required hereunder (other than with respect to Advances) and (b) the Trustee shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, the Servicer may deposit the amounts referred to in subsection (a) above into the Certificate Account not later than the close of business on the Deposit Date immediately succeeding the last day of the related Collection Period, for so long as the Servicer shall have the Required Rating or such letter of credit, surety bond or similar form of performance guaranty is in full force and effect, as the case may be; provided, however, that (i) if an Event of Servicing Termination has occurred and is continuing, (ii) the Servicer has been terminated as such pursuant to Section 9.1 or (iii) the Servicer ceases to have the Required Rating (and the Servicer has not obtained a letter of credit (or similar form of performance guaranty) satisfying the conditions specified above), the Servicer shall deposit such amounts (including any amounts then being held by the Servicer) into the Certificate Account as provided in Section 4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be applicable to a successor servicer solely by reason of the occurrence of an event specified in clauses (i), (ii) and (iii) of such proviso with respect to the Group I outgoing Servicer. Following the occurrence of an event specified in clauses (i), (ii) or Group II Student Loans(iii) in the preceding proviso, on a monthly basis, all Collections shall be segregated by book-entry or similar form of identification on the Servicer's books and records and identified as applicablethe property of the Trust. The Servicer shall promptly notify the Trustee in writing if it shall obtain or lose the Required Rating or the benefit of such letter of credit, by surety bond, or similar form of performance guaranty. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer may retain, or will be entitled to be reimbursed, from amounts otherwise payable into, or on behalf of borrowers thereof deposit in, the Certificate Account with respect to a Collection Period and the Guarantors Receivables originated by it any amounts previously deposited in the Certificate Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which the Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the related Distribution Date. (d) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Certificate Account as soon as practicable, but in no event later than the close of business (New York time) on the second Business Day after receipt thereof by the subservicer (but excluding subject to the Department)provisions of Section 4.2 (b) and the limitations contained in Section 4.2(c) of this Agreement) the amounts referred to in Section 4.2(a) in respect of a Receivable being serviced by the subservicer.

Collections. (a) The Master 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 (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof directly to the Group I Local Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) 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 with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as a Monthly Period (i) Key Bank USA, National Association (for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or its Affiliate) is the Administrator, postings or checks returned for insufficient funds and (ii) no Administrator 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 the 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 the opinion of the Trustee and 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 this Section 4.2(b), the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, (iii) following receipt of which the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances Trustee shall not make a distribution to the applicable sub-account Servicer in respect of such amount pursuant to Section 4.6, or if the Collection AccountServicer prior thereto has been reimbursed pursuant to Section 4.6 or Section 4.8, the Rating Agency Condition Trustee shall have been satisfied (which withhold such amounts from amounts otherwise distributable to the parties hereto agree shall be deemed to have been satisfied Servicer on the Closing next succeeding Payment Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department).

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 Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to on the Group I Receivables, all Insurance Proceeds, all Liquidation Proceeds, proceeds from any Dealer Liability, proceeds from any International Purchase Obligations and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Periodproceeds from any Guaranties within two Business Days after receipt thereof. Notwithstanding the foregoing, the Servicer shall not be required to remit such collections within such two Business Days but may remit collections received during a Monthly Period to the Collection Account in immediately available funds on the Business Day immediately preceding the related Distribution Date but only for so long as (i) Key Bank USA, National Association (or its Affiliate) NFC is the AdministratorServicer, (ii) no Administrator Default shall have occurred (x) the Servicer satisfies the requirements for monthly remittances established by the Rating Agencies initially rating the Securities, and upon the satisfaction of such requirements, the Rating Agencies which initially rated the Securities reaffirm the rating of the Securities at the level at which they would be continuingrated if collections were remitted within two Business Days, (iiiy) the Administrator’s longshort-term unsecured debt is obligations of NFC are rated at least “A-” A-1 by S&P and “A3” P-1 by ▇▇▇▇▇’'▇ Investors Service or (z) a standby letter of credit has been issued by an Eligible Institution which, as of each date during the period that the Servicer is making monthly remittances of Collections, has an undrawn amount at least equal to 150% of all Scheduled Payments due for the latest Monthly Period ended prior to the next succeeding Distribution Date (and the aggregate amount of unremitted collections does not at any time exceed 90% of the undrawn amount of such letter of credit) and (iviii) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition a Servicer Default shall not have been satisfied (which the parties hereto agree occurred and be continuing. The Indenture Trustee shall not be deemed to have been satisfied on knowledge of any event or circumstance under clause (iii) of the Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such collections immediately preceding sentence that would require remittance within two Business Days of receipt thereof by the Servicer to the Administrator, and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account unless the Indenture Trustee has received notice of such event or circumstance from the Seller or the Group II Collection Account Sub-Account, Servicer in an Officer's Certificate or from Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class as applicable, until one Business Day immediately prior to of the next following close of the preceding Distribution Date; provided, however, that, notwithstanding Date or unless a Responsible Officer in the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereofcircumstance. For purposes of this Article V, V the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to by Persons other than the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)Servicer.

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 Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loansa) all payments by or on behalf of the Obligors with in respect of the Receivables (excluding payments on Administrative Receivables or Warranty Receivables and amounts constituting Supplemental Servicing Fees) and (b) all Net Liquidation Proceeds, not later than the first Business Day after receipt thereof. Prior to each Distribution Date, for so long as the Custody and Pledge Agreement or any similar agreement is in existence, the Servicer shall notify the Custodian that the Custodian will be required to remit to the Group I Collection Account from the Subordination Spread Account the lesser of (i) the amount of the Subordination Spread Account, (ii) the amounts, if any, required to be distributed to Class A Certificateholders from the Subordination Spread Account pursuant to Sections 5.06(c)(ii) and Group II Student Loans, respectively (other than Purchased Student Loans5.06(c)(iii), and all related Liquidation Proceeds (iii) the amounts, if any, required to be distributed to Class B Certificateholder, from the Subordination Spread Account pursuant to Sections 5.06(c)(iv) and Recoveries, as collected during the Collection Period5.06(c)(v). Notwithstanding the foregoing, the Servicer shall be entitled to withhold or to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.02, the Servicer shall remit collections received during a Collection Period to the Collection Account in immediately available funds on the Business Day prior to the related Distribution Date but only for so long as (i) Key Bank USA, National Association (or its Affiliate) NMAC is the AdministratorServicer, (ii) the rating of the Servicer's short-term unsecured debt obligations is at least "P-1" by Moody's and the rating of the Servicer's (or, if NMAC is the Servicer and the Servicer then has no Administrator short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s) short-term unsecured debt obligations is at least "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), and (iii) no Event of Default shall have occurred and be continuingcontinuing (each, a "Monthly Remittance Condition"); except that the requirement in clause (iiii) above shall not apply if the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof to the Administrator, Class A Certificates and the Administrator need Class B Certificates are not deposit such collections into then outstanding and the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding Class C Certificates do not have an investment grade rating. Notwithstanding the foregoing, on or before the Business Day preceding each if a Monthly Servicing Payment Date that Remittance Condition is not a Distribution Datesatisfied, the Administrator shall deposit into Servicer may utilize an alternative remittance schedule (which may include the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department).remittance

Collections. The Master Servicer shall (or shall cause the applicable Sub-Servicers Subservicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student LoansLoans and subject to the definition of Group I and Group II Available Funds), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association KBNA (or its Affiliate) is the AdministratorMaster Servicer, (ii) no Administrator Master Servicer Default shall have occurred and be continuing, (iii) the AdministratorMaster Servicer’s long-term debt is rated at least “A-” by S&P and its short-term debt is rated at least “A3P-1” by ▇▇▇▇▇’▇ Moody’s and at least “F-1” by Fitch and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers Subservicers to) remit such collections within two Business Days of receipt thereof to the AdministratorMaster Servicer, and the Administrator Master Servicer need not deposit such collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date or Redemption Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator Master Servicer shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date; provided further however, that for so long as KBNA is the Master Servicer, for administrative convenience, Master Servicing Fees and Administration Fees due and payable to KBNA need not be deposited into the Collection Accounts, but rather may be retained by KBNA and all such amounts shall be deemed to have been paid out of the Collection Accounts and shall be accounted as such. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator Master Servicer shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments (other than administrative fees, late fees and similar charges and subject to the definition of Group I and Group II Available Funds) made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department).

Collections. (a) The Master Servicer shall instruct the Customers to remit payments on the Contracts only by mail and only to a post office box that is under the control of a Lock-Box Bank pursuant to a Lock-Box Agreement, except as otherwise directed or required pursuant to Section 4.02(c). (b) The parties acknowledge that after the date hereof the Servicer may enter into arrangements with one or more banks or other financial institutions reasonably acceptable to the Lender (each a "Lock-Box Bank") for the receipt and processing by the Lock-Box Banks of payments on Contracts sent by Customers to post office boxes controlled by the Lock-Box Banks. The Servicer and the Borrower shall cause give the applicable SubNotice Parties reasonable prior written notice of the effectiveness of any such arrangement, the names and addresses of the Lock-Servicers toBox Banks and the account number of each account maintained by such Lock-Box Bank and into which Collections will be deposited (each a "Lock-Box Account"), and shall provide the Notice Parties with copies of any agreements relating to the Lock-Box Accounts (which agreements shall be in form and substance reasonably acceptable to the Lender) remit within and such other information as they may reasonably request with respect to such arrangements. The Servicer shall execute and deliver and shall require each Lock-Box Bank to execute and deliver, before any Collections are deposited in any Lock-Box Account maintained by such Lock-Box Bank, an agreement among the Servicer, the Collateral Agent, the Lock-Box Bank and such other Persons as the Lender may require, in form and substance reasonably satisfactory to the Lender (each a "Lock-Box Agreement"), covering each such Lock-Box Account. Each Lock-Box Agreement shall include a provision that, upon and after notice by the Lender to the Lock-Box Bank to the effect that an Event of Default has occurred pursuant to the Loan Agreement, the Lock-Box Bank will not withdraw or transfer any funds from such Lock-Box Account unless and until, prior thereto or concurrently therewith, the Collateral Agent shall have identified the portion of the funds in such Lock-Box Account which constitute Collections and such portion shall have been transferred to the Collection Account. The Lender agrees to give such notice, if at all, only after the occurrence of an Event of Default. Within two Business Days after deposit of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department).funds in

Collections. (a) The Master Servicer shall, within ten (10) Business Days after the Closing Date, instruct each Obligor in an irrevocable written letter of direction, substantially in the form of Exhibit D attached hereto (the "Letter of Direction") to send payments in respect of Receivables to the Lock-Box Account. The Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Lock-Box Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments in respect of the Receivables by or on behalf of the Obligors with respect received by the Servicer (and not directly remitted by such Obligor to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s longLock-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Box Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, Existing Bank Accounts) within two Business Days of receipt thereof. For purposes . (b) Notwithstanding the provisions of this Article V, subsection (a) hereof, (i) the phrase “payments by or Servicer will be entitled to withdraw from amounts on behalf of Obligors” shall mean payments made deposit in the Collection Account with respect to a Quarterly Period amounts previously deposited in the Group I Collection Account but later determined by the Servicer to have resulted from mistaken deposits or Group II Student Loans, as applicable, postings or checks returned for insufficient funds or that constituted payment of amounts that are not Receivables. The amounts to be withdrawn hereunder shall be paid by or the Servicer to the Person lawfully entitled to such amounts on behalf the related Payment Date pursuant to Section 4.4(ii) upon certification by the Servicer of borrowers thereof such amounts and the Guarantors provision of such information to the Trustee as may be necessary in the opinion of the Trustee to verify the accuracy of such certification. In the event that the Trustee has not received such certification or such information satisfactory to it of the Servicer's right to withdraw such amounts pursuant to this Section 4.2(b), the Trustee shall not make a distribution to the Servicer in respect of such amounts pursuant to Section 4.4(ii), or if the Servicer prior thereto has been reimbursed pursuant to Section 4.4(ii), the Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Payment Date, and (ii) on or prior to each Determination Date, the Servicer may, but excluding is under no obligation to, advance the Departmentamount required to be paid with respect to a Receivable by the Obligor thereof on or prior to such Determination Date, but not yet received from such Obligor (each, a "Servicer Advance"). The Servicer shall only make a Servicer Advance with respect to a Receivable, if, in good faith, it reasonably believes that payment in an amount equal to such Servicer Advance on such Receivable will be received from the Obligor thereof prior to the next occurring Determination Date. Each Servicer Advance shall be repaid to the Servicer on the next occurring Payment Date pursuant to Section 4.4(ii) to the extent that funds are available upon certification by the Servicer of such amount advanced and the provision of such information to the Trustee as may be necessary in the Trustee's opinion to verify the accuracy of such certification. In the event that the Trustee has not received such certification or such information satisfactory to it of the Servicer's entitlement to reimbursement of the amount of the Servicer Advance, the Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 4.4(ii).

Collections. (a) 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 Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student Loans), Receivables) and all related Net Liquidation Proceeds and RecoveriesProceeds, both as collected during the Collection PeriodMonthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is Franklin Capital remains the AdministratorServicer, (ii) no Administrator Servicer Default shall have occurred and be continuing, (iii) there exists no Insurer Default, (iv) the AdministratorServicer’s long-(or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies and the Security Insurer, then the Representative’s) short term debt is obligations are rated at least “A-” A-1 by S&P Standard & Poor’s and “A3” P-1 by ▇▇▇▇▇’▇ Moody’s and (ivv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (v) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the AdministratorCollection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and the Administrator for its own benefit and need not deposit such segregate collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereoffrom its own funds. For purposes of this Article V, V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I Receivables by Persons other than the Servicer or Group II Student Loans, as applicable, the Seller. (b) The Servicer will be entitled to be reimbursed from amounts 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 behalf the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of borrowers thereof such amounts and the Guarantors 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 (but excluding unless an Insurer Default shall have occurred and be continuing) give the DepartmentTrustee notice to such effect, following receipt of which the Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 5.6(a)(i), or if the Servicer prior thereto has been reimbursed pursuant to Section 5.6(a)(i) or Section 5.9, the Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Distribution Date.

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 Sub-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 Group I Student Loans) or close of business on the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loanssecond Business Day after such receipt; provided, respectively (other than Purchased Student Loans)however, and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, that for so long as (i) Key Bank USA, National Association (or its Affiliate) CarMax is the AdministratorServicer, (ii) no Administrator Default Event of Servicing Termination shall have occurred and be continuing, continuing and (iii) the AdministratorCarMax’s longshort-term unsecured debt is rated at least “A-A-1” by S&P Global Ratings and “A3P-1” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the applicable sub-account 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 Rating Agency Condition 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 have been satisfied (which the parties hereto agree shall not be deemed to have been satisfied on knowledge of any event or circumstance under clauses (ii) or (iii) of the Closing Date) (and any conditions or limitations imposed definition of Monthly Remittance Condition that would require daily remittance by the Rating Agencies in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account unless the Owner Trustee or the Group II Collection Account Sub-AccountIndenture Trustee, as applicable, until one Business Day immediately prior to has received notice of such event or circumstance at its Corporate Trust Office from the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account Depositor or the Group II Collection Account Sub-AccountServicer 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, that portion has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by it that is equal to 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 Master Servicing Fee payable on such date. In Receivable has been classified as a Defaulted Receivable)) during the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (period from but excluding the Department)Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The Master Servicer shall (a) Until the Borrower’s authority to do so is terminated by the Administrative Agent pursuant to subsection (b) below, enforce and collect at the Borrower’s cost and expense in accordance with the collection practices customary in the Borrower’s business payment of all amounts due and payable on or shall cause in respect of Loan Receivables relating to Collateral on the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to Lenders’ behalf and for the Group I Collection Account Sub-Account (with respect to Lenders’ account as the Group I Student Loans) or Lenders’ property in trust for the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans)Lenders, and use the proceeds of all related Liquidation Proceeds and Recoveries, as collected during such payments for the Collection Period. Notwithstanding the foregoing, for Borrower’s general business purposes so long as such use is not inconsistent with the provisions of this Agreement. (b) At any time after a Default, the Administrative Agent may terminate the authority given to the Borrower in subsection (a) above whereupon (i) Key Bank USAthe Administrative Agent shall have the right to send to the borrowers of Eligible Loans for which an Advance has been made, National Association the Notices of Assignment executed and delivered by the Borrower concurrently herewith to be held by the Administrative Agent hereunder, or otherwise to notify and direct, and/or require the Borrower to notify and direct, all account debtors to make all payments on or in respect of Loan Receivables relating to Eligible Loans directly to the Administrative Agent for deposit into a special Administrative Agent account maintained by the Administrative Agent, for the benefit of the Lenders, over which the Administrative Agent has exclusive dominion, control and power of access and withdrawal (or its Affiliate) is the Administrator“Collection Account”), (ii) no Administrator Default unless otherwise agreed by the Administrative Agent, any cash, checks, drafts, money orders, instruments or other remittances on or with respect to Loan Receivables relating to Eligible Loans received by the Borrower shall have occurred be delivered to the Administrative Agent within one (1) day of receipt thereof by the Borrower for deposit to the Collection Account in precisely the form in which received, except for the addition thereto of the endorsement of the Borrower where required for collection of any checks, drafts, money orders, instruments or other remittances which endorsement the Borrower agrees to make and be continuingwith respect thereto the Borrower hereby waives notice of presentment, protest and non-payment, (iii) pending such deposit, the Administrator’s long-term debt is rated at least “A-” by S&P Borrower will not commingle any such cash, checks, drafts, money orders, instruments or other remittances with other funds or property but will hold them separate and “A3” by ▇▇▇▇▇’▇ apart and in trust for the Lenders subject to the security interest and lien of the Lenders on the Collateral hereunder, and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition Administrative Agent shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections apply funds held by it into in the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I payment of all or Group II Student Loansany part of the Obligations, as applicablewhether matured or unmatured, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)in accordance with Section 1.6(c) hereof.

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 Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Financed Student Loans, respectively Loans (other than Purchased Student Loans), and all related Liquidation Proceeds and RecoveriesProceeds, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USAMellon Bank, National Association (or its Affiliate) is N.A. remains the Administrator, (ii) no Administrator Default shall have occurred and be continuing, continuing and (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; providedPROVIDED, howeverHOWEVER, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two five Business Days of receipt thereof. For purposes of this Article V, the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to the Group I or Group II Financed Student Loans, as applicable, Loans by or on behalf of borrowers thereof and the Guarantors (but excluding the Department).

Collections. The Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof Until Finova notifies Borrower to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveriescontrary, as collected during provided in the Collection Periodnext succeeding sentence, Borrower may make collection of all Receivables. Notwithstanding the foregoingImmediately upon FINOVA's directing Borrower to do so, for so long Borrower shall, as directed by FINOVA, either (i) Key Bank USAmake collection of all Receivables for FINOVA by directing all accounts debtors and other third parties to remit all payments owing to Borrower to a lockbox established in connection with a Blocked Account (and to the extent that Borrower nevertheless receives any payments directly, National Association (Borrower shall receive all payments as trustee of FINOVA in their original form as set forth below, duly endorsed in blank or its Affiliatecause the same to be deposited in a Blocked Account or Lockbox Account) is the Administrator, or (ii) no Administrator Default make collection of all Receivables for FINOVA and receive all such payments or sums as trustee of FINOVA and immediately deliver all such payments or sums to FINOVA in their original form, duly endorsed in blank or cause the same to be deposited into a Blocked Account or Dominion Account. FINOVA or its designee may, at any time, notify account debtors that the Receivables have been assigned to FINOVA and of FINOVA's security interest therein, and may collect the Receivables directly and charge the collection costs and expenses to Borrower's loan account. Borrower agrees that, in computing the charges under this Agreement, all items of payment shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” deemed applied by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-FINOVA on account of the Collection Account, the Rating Agency Condition shall Obligations one (1) Business Day after receipt by FINOVA of good funds which have been satisfied finally credited to FINOVA's account, whether such funds are received directly from Borrower or from the Blocked Account bank or the Dominion Account bank, pursuant to Section 2.10(c) hereof, and this provision shall apply regardless of the amount of the Obligations outstanding or whether any Obligations are outstanding; provided, that if any such good funds are received after 12:00 p.m. noon (which the parties hereto agree Los Angeles time) on any Business Day or at any time on any day not constituting a Business Day, such funds shall be deemed to have been satisfied received on the Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department).Business

Collections. The Master (a) Subject to the provisions of subsection (b) below, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loansi) all payments by or on behalf of the Obligors (including, subject to the next two sentences, Payaheads on the Receivables and Rule of 78's Payments, but excluding payments with respect to Purchased Receivables and amounts included in the Group I and Group II Student Loans, respectively (Supplemental Servicing Fee other than Purchased Student LoansRule of 78's Payments), including amounts treated as collections on Final Payment Receivables pursuant to Section 3.2(d) and (ii) all related Liquidation Proceeds and all Recoveries, received by the Servicer during any Collection Period, as collected during soon as practicable, but in no event after the close of business on the second Business Day after receipt thereof. Collections of Payaheads and Rule of 78's Payments shall be deposited in the Collection PeriodAccount, pursuant to the preceding sentence for purposes of administrative convenience only, pending, with respect to Payaheads, determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(g)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and such amounts shall not be transferred to the Collection Account until due, and with respect to Rule of 78's Payments, determination of such payments, which payments upon determination shall be made to the Servicer, and the Trust shall not be entitled to such amounts. MMCA, for so long as it is acting as the Servicer, may make remittances of collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 4.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 4.2, the Servicer shall remit collections received during a Collection Period to the Collection Account in immediately available funds on the Business Day prior to the related Payment Date but only for so long as each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, for so long as if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (i) Key Bank USAwhich may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), National Association (if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from the Rating Agencies that such alternative remittance schedule will not result in the downgrading or its Affiliate) is withdrawal by the Administrator, Rating Agencies of the ratings then assigned to the Notes and the Certificates. The Owner Trustee or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) no Administrator Default shall have occurred and be continuing, or (iii) of the Administrator’s long-term debt is rated at least “A-” definition of Monthly Remittance Condition that would require daily remittance by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances the Servicer to the applicable sub-account Collection Account unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or written notice from the Holders of Notes evidencing not less than 25% of the principal balance of the then outstanding Notes or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or an Authorized Officer in the Corporate Trust Office with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. (b) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Collection Account, as soon as practicable, but in no event after the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed to have been satisfied close of business on the Closing Date) (and any conditions or limitations imposed second Business Day after receipt thereof by the Rating Agencies in connection therewith are complied with), the Master Servicer shall subservicer (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof but subject to the Administrator, and provisions of Section 4.2(a)) the Administrator need not deposit such collections into amounts referred to in Section 4.2(a) in respect of a Receivable being serviced by the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)subservicer.

Collections. (a) The Master Servicer shall (or shall cause the applicable Subremit daily within forty-Servicers to) remit within two Business Days eight hours of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to on the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), Receivables and all related Liquidation Proceeds and RecoveriesProceeds, both as collected during the Collection Period. Notwithstanding Chase USA has requested that, so long as it is acting as the foregoingServicer, the Servicer be permitted to make remittances of collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date but only for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s longshort-term debt is rated certificate of deposit ratings of the Servicer are at least “A-” P-1 by S&P Moody's, "F-1" by Fitch (if rated by Fitch) and “A3” "A-1" by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection AccountStandard & Poor's, or the Rating Agency Condition is satisfied as a result of Collections being remitted on a monthly, rather than daily, basis and (ii) the Servicer shall have been satisfied be Chase USA or Chase; provided, however, that if the Class A-1 Event has occurred, with respect to Collections received during the June 1998 Collection Period, the Servicer shall remit to the Collection Account on July 9, 1998 an amount of such Collections equal to the July 1998 Class A-1 Note Distribution. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date (which or July 9, 1998), setting forth the parties hereto agree amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date (or July 9, 1998), then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase "payments made on behalf of the Obligors" shall mean payments made by Persons other than the Seller or the Servicer. Investment Earnings on amounts on deposit in the Collection Account will be paid to the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, the Servicer 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 shall (or shall cause the applicable Sub-Servicers to) remit purchased such collections within two Business Days of receipt thereof Receivable pursuant to the Administrator, and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, Section 4.6 as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances last day of the Collection Period during which such error shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)have occurred.

Collections. (a) The Master Servicer shall (or shall cause the applicable Subremit daily within forty-Servicers to) remit within two Business Days eight hours of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as Collections collected during the Collection Period. Notwithstanding JPMorgan Chase has requested that, so long as it is acting as the foregoingServicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s longshort-term debt is rated certificate of deposit ratings of the Servicer are at least P-1 by Moody’s and “A-F1” by S&P and “A3” Fitch (if rated by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection AccountFitch), or the Rating Agency Condition shall have been is satisfied as a result of Collections being remitted on a monthly, rather than daily, basis and (which ii) the parties hereto agree Servicer shall be deemed to have been satisfied on the Closing Date) (and any conditions or limitations imposed JPMorgan Chase. Upon remittance by the Rating Agencies in connection therewith are complied with)Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Master Servicer Paying Agent shall (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof provide written notice to the Administrator, Indenture Trustee and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-AccountOwner Trustee no later than 11 a.m., as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoingNew York City time, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Deposit Date, setting forth the Administrator shall deposit into amounts remitted by the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable Servicer on such date. In date and, if the event that any of Paying Agent fails to provide the foregoing conditions for ceasing daily remittances shall no longer be satisfiedIndenture Trustee and the Owner Trustee with such written notice by 12 noon, New York City time, on such Deposit Date, then the Administrator Indenture Trustee and the Owner Trustee shall deposit all collections held by it into assume that no deposits were made to the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereofpursuant to this Section 5.2. For purposes of this Article V, Section 5.2 the phrase “payments by or made on behalf of the Obligors” shall mean payments made with respect by Persons other than the Depositor or the Servicer. (b) Notwithstanding anything in this Agreement to the Group I contrary, if the Servicer deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment Date following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or Group II Student Loans, (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding last day of the Department)Collection Period during which such error shall have occurred.

Collections. The Master Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively Receivables (other than Purchased Student LoansReceivables and not including Fixed Value Payments), and all related Liquidation Proceeds and any subsequent Recoveries, both as collected during the a Collection Period, on or prior to the Payment Determination Date preceding the related Distribution Date. Notwithstanding the foregoing, for so long if any of the commingling conditions ceases to be met, the Servicer shall remit to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds and any subsequent Recoveries within two Business Days of receipt thereof. The commingling conditions are as follows: (i) Key Bank USA, National Association (or its Affiliate) is CFC must be the AdministratorServicer, (ii) no Administrator Servicer Default shall have occurred and be continuing, continuing and (iii) the Administrator’s long(x) CFC must maintain a short-term debt is rated rating of at least “A-” A-1 by S&P Standard & Poor's and “A3” P-1 by ▇▇▇▇▇’▇ and Moody's or (ivy) if daily remittances occur hereunder, prior to ceasing daily remittances to the applicable sub-account of the Collection Accountremittances, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof . Notwithstanding anything herein to the Administratorcontrary, and so long as CFC is the Administrator need not Servicer, CFC may withhold from the deposit such collections into the Group I Collection Account Sub-Account any amounts indicated on the related Servicer's Certificate as being due and payable to CFC or the Group II Collection Account Sub-AccountSeller and pay such amounts directly to CFC or the Seller, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to the Group I Receivables by Persons other than the Servicer or Group II Student Loansthe Seller. In the event the commingling conditions cease to be met, as applicablethe Servicer shall make daily remittance of collections to the Collection Account within two Business Days of receipt thereof; provided however, daily remittance may commence no later than five Business Days following a reduction of CFC's short-term ratings below A-1 by Standard & Poor's or on behalf of borrowers thereof and the Guarantors (but excluding the Department)P-1 by Moody's.

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 Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s 's long-term debt is rated at least “A-” A- by S&P and “A3” A3 by ▇▇▇▇▇’'▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, (i) with respect to the Group II Student Loans only, Guarantee Payments made by ▇▇▇▇ in excess of the Maximum ▇▇▇▇ Payments Amount, and (ii) that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department).

Collections. Obligors shall make payments on the Receivables to the Servicer who shall deposit all such payments in the Collection Account no later than the second Business Day following the Date of Processing thereof. The Master Servicer shall (or allocate such amounts to each Series of Investor Securities and to the Holder of the Exchangeable Transferor Security in accordance with this Article IV and the related Supplement and shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof Trustee to withdraw the required amounts from the Collection Account or pay such amounts to the Group I Collection Account Sub-Account (Holder of the Exchangeable Transferor Security in accordance with this Article IV and the related Supplement. The Servicer shall make such deposits or payments on the date indicated herein by wire transfer or as otherwise provided in the Supplement for any Series of Securities with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect such Series. Notwithstanding anything in this Agreement to the Group II Student Loans) all payments by or on behalf of the Obligors with respect contrary, but subject to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoingterms of any Supplement, for so long as (i) Key Bank USAas, National Association and only so long as, DMCCB (or its Affiliateany successors to DMCCB pursuant to Section 8.2) is or an Affiliate of DMCCB shall remain the AdministratorServicer hereunder, and (a)(i) DMCCB (or any successors to DMCCB pursuant to Section 8.2) or an Affiliate of DMCCB provides to the Trustee a letter of credit or other form of Enhancement rated at least A-1 by Standard & Poor's and P-1 by Moody's (as certified to the Trustee by the Servicer), and (ii) no Administrator Default after notifying each Rating Agency of the proposed use of such letter of credit or other form of Enhancement the Transferor shall have occurred received a notice from each Rating Agency that making payments monthly rather than daily would not result in a downgrading or withdrawal of any of such Rating Agency's then-existing ratings of the Investor Securities, or (b) DMCCB (or any successors to DMCCB pursuant to Section 8.2) shall have and be continuing, (iii) the Administrator’s longmaintain a short-term debt is rated credit rating of at least “A-” A-1 by S&P Standard & Poor's and “A3” P-1 by ▇▇▇▇▇’▇ and Moody's (iv) prior to ceasing daily remittances as certified to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed to have been satisfied on the Closing Date) (and any conditions or limitations imposed Trustee by the Rating Agencies in connection therewith are complied withServicer), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections Collections from the Collection Account into the Group I Collection Account Sub-Principal Account or the Group II Collection Interest Funding Account Sub-or any Series Account, as applicableor make payments to the Holder of the Exchangeable Transferor Security, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding close of business on the foregoing, on or before day any Collections are deposited in the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or as otherwise provided in this Article IV and the Group II Collection Account Sub-Accountrelated Supplement, as applicablebut may instead make such deposits, that portion of such amounts received by it that is payments and withdrawals on each Transfer Date in an amount equal to the related Master Servicing Fee payable on net amount of such date. In deposits, payments and withdrawals which would have been made but for the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes provisions of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)paragraph.

Collections. (a) The Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof apply all Collections released to the Group I Collection Account Sub-Account (with respect Buyer pursuant to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), Purchase Agreement and all related Liquidation Proceeds and Recoveries, as collected during amounts paid by the Collection Period. Notwithstanding the foregoing, for so long as Originators pursuant to Section 1.3 hereof (i) Key Bank USAfirst, National Association (or its Affiliate) is to pay the AdministratorPurchase Price then owing by the Buyer hereunder on such date, (ii) second, if such date is a Settlement Date, to pay the accrued and unpaid interest on the Subordinated Loan for the most recently ended calendar month (as provided in Section 1.2(c)), and (iii) third, to prepay in whole or in part the principal amount of the Subordinated Loan. The Servicer shall, on or before each Settlement Date, deposit into an account of the Buyer or the Buyer’s assignee all remaining Collections of Receivables (if any) then held by the Servicer (but only to the extent such Collections have not been previously applied to purchase new Receivables hereunder or to pay the Subordinated Loan). (b) In the event that the Originators believe that collections which are not Collections of Receivables have been deposited into an account of the Buyer or the Buyer’s assignee, the Originators shall so advise the Buyer and, on the Business Day following such identification to the Buyer’s reasonable satisfaction, the Originators shall instruct the Servicer to remit such collections to the Originators. (c) On each Settlement Date, the Buyer shall, to the extent Collections are available for such purpose under the Purchase Agreement and are not required to pay the Purchase Price for any Receivables purchased hereunder, pay to the Originators accrued interest on the Subordinated Loan; provided that each such payment shall be made solely from (i) Collections of Receivables after all other amounts then due from the Buyer under the Purchase Agreement have been paid in full and all amounts then required to be set aside by the Buyer or the Servicer under the Purchase Agreement have been so set aside or (ii) excess cash flow from operations of the Buyer which is not required to be applied to the payment of any Obligations; and provided, further that no Administrator Default such payment shall be made at any time when an “Event of Termination” (as defined in the Purchase Agreement) shall have occurred and be continuing, (iii) . At such time following the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition Sale Termination Date when all Obligations shall have been satisfied (which paid in full, the parties hereto agree Buyer shall be deemed apply all Collections of Receivables received by the Buyer pursuant to have been satisfied on the Closing DateSection 1.2(a) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers tonot previously distributed) remit such collections within two Business Days of receipt thereof first to the Administratorpayment of accrued interest on the Subordinated Loan, and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior then to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any reduction of the foregoing conditions for ceasing daily remittances shall no longer be satisfiedprincipal amount of the Subordinated Loan, then in each case, allocated among the Administrator shall deposit all collections held by it into Originators in the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)Buyer’s sole discretion.

Collections. Obligors shall make payments on the Receivables to the Servicer who shall deposit all such payments in the Collection Account no later than the second Business Day following the Date of Processing thereof. The Master Servicer shall (or allocate such amounts to each Series of Investor Securities and to the Holder of the Exchangeable Transferor Security and shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof Trustee to withdraw the required amounts from the Collection Account or pay such amounts to the Group I Collection Account Sub-Account (Holder of the Exchangeable Transferor Security in accordance with this Article IV and the related Supplement. The Servicer shall make such deposits or payments on the date indicated herein by wire transfer or as otherwise provided in the Supplement for any Series of Securities with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect such Series. Notwithstanding anything in this Agreement to the Group II Student Loans) all payments by or on behalf of the Obligors with respect contrary, but subject to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoingterms of any Supplement, for so long as (i) Key Bank USAas, National Association and only so long as, DMCCB (or its Affiliateany successors to DMCCB pursuant to Section 8.2) is or an Affiliate of DMCCB shall remain the AdministratorServicer hereunder, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (iva)(i) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the 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 shall DMCCB (or shall cause the applicable Sub-Servicers toany successors to DMCCB pursuant to Section 8.2) remit such collections within two Business Days or an Affiliate of receipt thereof to the Administrator, and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-AccountDMCCB, as applicable, until one Business Day immediately provides to the Transferor and the Trustee a letter of credit or other form of Enhancement rated at least A-1 by Standard & Poor's and P-1 by Moody's (as certified to the Transferor and the Trustee by such entity), and (ii) after notifying each Rating Agency of the proposed use of such letter of credit or other form of Enhancement the Transferor shall have received a notice from each Rating Agency that the Servicer making payments monthly rather than daily would not result in a downgrading or withdrawal of any of such Rating Agency's then-existing ratings of the Investor Securities, or (b) DMCCB (or any successors to DMCCB pursuant to Section 8.2) shall have and maintain a short-term credit rating of at least A-1 by Standard & Poor's and P-1 by Moody's (as certified to the Transferor and the Trustee by the Servicer), the Servicer need not deposit Collections from the Collection Account into the Principal Account or the Interest Funding Account or any Series Account, or make payments to the Holder of the Exchangeable Transferor Security, prior to the next following Distribution Date; provided, however, that, notwithstanding close of business on the foregoing, on or before day any Collections are deposited in the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or as otherwise provided in this Article IV and the Group II Collection Account Sub-Accountrelated Supplement, as applicablebut may instead make such deposits, that portion of such amounts received by it that is payments and withdrawals on each Transfer Date in an amount equal to the related Master Servicing Fee payable on net amount of such date. In deposits, payments and withdrawals which would have been made but for the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes provisions of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)paragraph.

Collections. (a) 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 Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to on the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), Receivables and all related Liquidation Proceeds and RecoveriesProceeds, both as collected during the Collection PeriodPeriod net of Monthly Servicing Fees and administrative fees allowed to be retained by the Servicer pursuant to Section 8.08 and net of charge backs (attributable to errors in posting, returned checks, or rights of offset for amounts that should not have been paid or that must be refunded as the result of a successful claim or defense under bankruptcy or similar laws) not later than the second Business Day following the Business Day on which such amounts are received by the Servicer. Notwithstanding the foregoing, for so long as (ia) Key Bank USA, National Association (or its Affiliate) is UAC remains the AdministratorServicer, (iib) no Administrator Event of Servicer Default shall have occurred and be continuing, continuing and (iiic)(1) the Administrator’s long-UAC maintains a short- term debt is rated rating of at least “A-” A-1 by S&P Standard & Poor's and “A3” P-l by ▇▇▇▇▇’▇ Moody's (and for five Business Days following a reduction in either such rating) or (iv2) prior to ceasing daily remittances to the applicable sub-account of the Collection Accountremittances, the Rating Agency Condition shall have been satisfied (which the 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)) and the prior written consent of the Insurer (not to be unreasonably withheld) shall have been obtained, the Master Servicer may remit all such payments and Liquidation Proceeds with respect to any Collection Period to the Collection Account on a less frequent basis, but in no event later than the Determination Date immediately preceding each Payment Date. The Servicer shall (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof any Advances with respect to a Collection Period to the Administrator, and the Administrator need not deposit such collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Determination Date. (b) The Servicer, the Owner Trustee and/or Indenture Trustee shall deposit in the Collection Account any funds received by such parties in respect of funds drawn under the Policy from the Insurer. (c) If the Available Funds for a Payment Date that is not a Distribution Dateare insufficient to pay current and past due Insurance Premiums, 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 Administrator Servicer shall deposit into notify the Group I Collection Account Sub-Account or Owner Trustee and the Group II Collection Account Sub-Account, as applicable, that portion Indenture Trustee of such amounts received by it that is equal to deficiency, and the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfiedAvailable Spread Amount, if any, then on deposit in the Administrator Spread Account (after giving effect to any withdrawal to satisfy a deficiency in Monthly Interest or Monthly Principal) shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect be available to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)cover such deficiency.

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 Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Trust Student Loans, respectively Loans (other than Purchased Student Loans), and all related Liquidation Proceeds and RecoveriesProceeds, both as collected during the Collection Period, and the Eligible Lender Trustee shall remit within two Business Days of receipt thereof to the Collection 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, for so long as (ia) Key Bank USA, National Association the senior unsecured obligations of the Administrator (or its Affiliateany affiliate of the Administrator which guarantees the obligations of the Administrator hereunder) is shall have been assigned a long-term rating of not less than "AA-" (or an equivalent rating) or a short-term rating of not less than "A-1" (or an equivalent rating) by each of the AdministratorRating 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 Notes by any of the Rating Agencies, and (iib) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P Servicer and “A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition Eligible Lender Trustee shall have been satisfied (which the 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 shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Monthly Servicing Payment Date (in an amount up to the Servicing Fee then due) or Distribution DateDate together with interest on such amounts (less Servicing Fees paid during such period) calculated on a daily basis from the first day of the month following receipt thereof by the Administrator through the last day of the related Collection Period at a rate equal to no less than the Federal Funds Rate less 0.20%; provided, however, that, notwithstanding that if the foregoing, on or before Administrator (and each such Affiliate which guarantees the Business Day preceding each Monthly Servicing Payment Date that obligations of the Administrator) is not a Distribution Daterated below "AA-" and "A-1+" by Standard & Poor's, the Administrator shall deposit all such collections into the Group I Collection Account Subat 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-Account or current ratings on the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such dateNotes. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department).

Collections. The Master (a) Except as otherwise provided in this Agreement, the Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof daily to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments received by or on behalf of the Obligors with on or in respect to of the Group I Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and Group II Student Loansall Net Liquidation Proceeds not later than the first Business Day after receipt thereof. For purposes of this Article V, respectively (the phrase "payments received by or on behalf of the Obligors" shall mean payments made by Persons other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection PeriodServicer. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association (or its Affiliate) NMAC is the AdministratorServicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no Administrator short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuingcontinuing (unless waived by the appropriate Securityholders) (collectively, (iii) the Administrator’s long-term debt is rated "Monthly Remittance Conditions"); the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least “A-” two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by S&P the Servicer shall be immediately deposited into the Collection Account and “A3” all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances the Servicer to the applicable sub-account of Collection Account on a daily basis not later than the Collection Account, first Business Day after receipt thereof. (b) The Indenture Trustee or the Rating Agency Condition Owner Trustee shall have been satisfied (which the parties hereto agree shall not be deemed to have been knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied on as of the Closing Date) (and any conditions or limitations imposed by the Rating Agencies , no such notice shall be required in connection therewith are complied withtherewith), the Master Servicer shall . (or shall cause the applicable SubNissan 2003-Servicers toA Sale and Servicing Agreement) (d) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding Notwithstanding the foregoing, on or if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution DateRemittance Condition became unsatisfied), if the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal Servicer provides to the related Master Servicing Fee payable on Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such date. In alternative remittance schedule will not result in the event that any downgrading or withdrawal by such Rating Agency of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, ratings then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days assigned to any Class of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department)Notes.

Collections. The Master (a) Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account all payments (with respect other than amounts constituting Supplemental Servicing Fees) by or on behalf of the Obligors on the Receivables, including all Liquidation Proceeds received by Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Day, after receipt thereof. Subject to the Group I Student Loansprovisions of subsections (b) or and (c), on the Group II Closing Date, Servicer shall deposit in the Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors on the Receivables received by Servicer after the Cutoff Date and on or prior to the second Business Day immediately preceding the Closing Date. (b) Notwithstanding the provisions of subsection (a), if ______ is the Servicer and (i) Servicer shall have the Required Rating or (ii) Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to in subsection (a) for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that if (x) a Servicer Termination Event has occurred and is continuing, (y) Servicer has been terminated as such pursuant to Section 8.1 or (z) Servicer ceases to have the Group I and Group II Student LoansRequired Rating, respectively Servicer shall deposit such amounts (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during including any amounts then being held by Servicer) into the Collection PeriodAccount as provided in Section 4.2(a). Notwithstanding the foregoing, for so long as the provisions of the proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in clauses (i) Key Bank USA, National Association (or its Affiliate) is the Administratorx), (iiy) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (ivz) prior to ceasing daily remittances of such proviso with respect to the applicable sub-account outgoing Servicer. Pending the deposit of the amounts referred to in subsection (a) into the Collection Account, the Rating Agency Condition shall have been satisfied (which the parties hereto agree such amounts may be employed by Servicer at its own risk and for its own benefit and need not be segregated from Servicer’s own funds. Any losses resulting from Servicer’s actions shall be deemed borne exclusively by the Servicer. Servicer shall promptly notify Trustee in writing if it shall obtain or lose the Required Rating. (c) Notwithstanding the provisions of subsections (a) and (b), Servicer may retain, or will be entitled to be reimbursed, from amounts otherwise payable into, or on deposit in, the Collection Account with respect to a Collection Period any amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which Servicer has not been satisfied on the Closing Date) (and any conditions previously reimbursed hereunder. The amount to be retained or limitations imposed by the Rating Agencies reimbursed hereunder shall not be included in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal Collections with respect to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfiedDistribution Date. (d) With respect to each Precomputed Receivable, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “and payments by or on behalf of Obligors” an obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall mean payments made with respect be applied to the Group I scheduled payment on such Precomputed Receivable for such Collection Period. To the extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account and applied either to the scheduled payments due or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and to prepay the Guarantors (but excluding the Department)Precomputed Receivable in full in accordance with Section 4.5.

Collections. The Master (a) Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account all payments (with respect other than amounts constituting Supplemental Servicing Fees) by or on behalf of the Obligors on the Receivables, including all Liquidation Proceeds received by Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Day, after receipt thereof. Subject to the Group I Student Loansprovisions of subsections (b) or and (c), on the Group II Closing Date, Servicer shall deposit in the Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors on the Receivables received by Servicer after the Cutoff Date and on or prior to the second Business Day immediately preceding the Closing Date. (b) Notwithstanding the provisions of subsection (a), if Key Bank is the Servicer and (i) Servicer shall have the Required Rating or (ii) Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to in subsection (a) for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that if (x) a Servicer Termination Event has occurred and is continuing, (y) Servicer has been terminated as such pursuant to Section 8.1 or (z) Servicer ceases to have the Group I and Group II Student LoansRequired Rating, respectively Servicer shall deposit such amounts (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during including any amounts then being held by Servicer) into the Collection PeriodAccount as provided in Section 4.2(a). Notwithstanding the foregoing, for so long as the provisions of the proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in clauses (i) Key Bank USA, National Association (or its Affiliate) is the Administratorx), (iiy) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ and (ivz) prior to ceasing daily remittances of such proviso with respect to the applicable sub-account outgoing Servicer. Pending the deposit of the amounts referred to in subsection (a) into the Collection Account, the Rating Agency Condition shall have been satisfied (which the parties hereto agree such amounts may be employed by Servicer at its own risk and for its own benefit and need not be segregated from Servicer's own funds. Any losses resulting from Servicer's actions shall be deemed borne exclusively by the Servicer. Servicer shall promptly notify Trustee in writing if it shall obtain or lose the Required Rating. (c) Notwithstanding the provisions of subsections (a) and (b), Servicer may retain, or will be entitled to be reimbursed, from amounts otherwise payable into, or on deposit in, the Collection Account with respect to a Collection Period any amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which Servicer has not been satisfied on the Closing Date) (and any conditions previously reimbursed hereunder. The amount to be retained or limitations imposed by the Rating Agencies reimbursed hereunder shall not be included in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such 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 Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal Collections with respect to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfiedDistribution Date. (d) With respect to each Precomputed Receivable, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “and payments by or on behalf of Obligors” an Obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall mean payments made with respect be applied to the Group I scheduled payment on such Precomputed Receivable for such Collection Period. To the extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account and applied either to the scheduled payments due or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and to prepay the Guarantors (but excluding the Department)Precomputed Receivable in full in accordance with Section 4.5.