Common use of Collections Clause in Contracts

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch the Rating Agency Condition shall have been satisfied (the each, a “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch Ratings, Inc. (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The Servicer shall, and shall cause any subservicer to, remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received payments by the Servicer or on or in respect behalf of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Obligors with respect to Purchased the Receivables) , and all Liquidation Proceeds, both as soon as practicable collected during the Collection Period, and in no event after either case within two Business Days of the close of business on date that the second Business Day after Servicer has identified and posted such receipt; providedamounts (which the Servicer shall use its reasonable best efforts to do promptly) to the Servicer’s computer system (the “Posted Date”). Notwithstanding the foregoing, however, that for so long as as: (i) CarMax is NH Credit remains the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” prior to ceasing remittances as described in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”Rating Agencies in connection therewith are complied with), the Servicer may shall remit any such amounts received during any collections with respect to the related Collection Period to the Collection Account in immediately available funds on the Business Day preceding Transfer Date immediately following the Distribution Date following end of such Collection Period (it being understood that Period. For purposes of this Article V, the Monthly Remittance Condition has not been satisfied as phrase “payments by or on behalf of the Closing Date); provided furtherObligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. On any Payment Date with respect to which the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, that if the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay to the Backup Servicer, in its capacity as Successor Servicer, the sum of any accrued amounts expended by such amounts (including Liquidation Proceeds and all amounts received by the Successor Servicer in connection with the repossession and sale liquidation of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advanceany Liquidated Receivables, the Servicer shall retain such amounts but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such unreimbursed Simple Interest Advance (and shall apply Liquidated Receivables or previously recovered by such Successor Servicer pursuant to this Section 5.3; provided that, the amount retained to reimburse itself for that such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Successor Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to may withdraw from the Collection Account unless pursuant to this Section 5.3 on any Payment Date shall not exceed the Owner Trustee or aggregate amount of Liquidation Proceeds collected during the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to related Collection Period and deposited into the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date prior to and including the second Business Day preceding the Closing such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by not later than the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second first Business Day after such receipt; providedreceipt thereof. For purposes of this Article V, howeverthe phrase "payments received by or on behalf of the Obligors" shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (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 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (collectively, the “"Monthly Remittance Condition”Conditions"), ; the Servicer may shall not be required to remit any such amounts received during any 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to immediately deposited into the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date and all amounts received by the Servicer future collections on or in respect of the Receivables (including other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received shall be remitted by the Servicer in connection with to the repossession and sale of Collection Account on a Financed Vehicle (whether or daily basis not later than the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second first Business Day preceding the Closing Dateafter receipt thereof.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch the Rating Agency Condition shall have been satisfied (the each, a “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The (a) Subject to the provisions of subsection (b) below, the Servicer shall remit to the Collection Account (i) all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received payments by the Servicer or on or in respect behalf of the Receivables Obligors (including Liquidation Proceeds and all amounts received by including, subject to the Servicer in connection with next two sentences, Payaheads on the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) Receivables, but excluding payments with respect to Purchased ReceivablesReceivables and amounts included in the Supplemental Servicing Fee), including amounts treated as collections on Balloon Payment Receivables and Final Payment Receivables pursuant to Section 3.2(d) and (ii) all Liquidation Proceeds and all Recoveries, received by the Servicer during any Collection Period, as soon as practicable and practicable, but in no event after the close of business on the second Business Day after receipt thereof. Collections of Payaheads shall be deposited in the Collection Account, pursuant to the preceding sentence for purposes of administrative convenience only, pending determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(h)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and such receipt; providedamounts shall not be transferred to the Collection Account until due. MMCA, however, that for so long as (i) CarMax it is acting as the Servicer, (iimay 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) no Event and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”first sentence of this Section 4.2(a), the Servicer may shall remit any such amounts collections received during any a Collection Period to the Collection Account in immediately available funds on the Business Day preceding prior to the Distribution related Payment Date following such Collection Period but only for so long as each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (it being understood that which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition has became unsatisfied), 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 been satisfied as result in the downgrading or withdrawal by the Rating Agencies 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 ratings then assigned to the extent of such unreimbursed Simple Interest Advance (Notes 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)Certificates. The Owner Trustee and or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, Trustee has received notice of such event or circumstance at its Corporate Trust Office from the Depositor Seller or the Servicer in an Officer’s 's Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance principal balance of the Controlling Class then outstanding Notes or unless from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of in the Owner Trustee Corporate Trust Office with knowledge hereof or the Indenture Trustee, as applicable, familiarity herewith has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The (a) Subject to the provisions of subsection (b) below, the Servicer shall remit to the Collection Account (i) all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received payments by the Servicer or on or in respect behalf of the Receivables Obligors (including Liquidation Proceeds and all amounts received by including, subject to the Servicer in connection with next two sentences, Payaheads on the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) Receivables, but excluding payments with respect to Purchased ReceivablesReceivables and amounts included in the Supplemental Servicing Fee), including amounts treated as collections on Final Payment Receivables pursuant to Section 3.2(d) and (ii) all Liquidation Proceeds and all Recoveries, received by the Servicer during any Collection Period, as soon as practicable and practicable, but in no event after the close of business on the second Business Day after receipt thereof. Collections of Payaheads shall be deposited in the Collection Account, pursuant to the preceding sentence for purposes of administrative convenience only, pending determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(e)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and such receipt; providedamounts shall not be transferred to the Collection Account until due. MMCA, however, that for so long as (i) CarMax it is acting as the Servicer, (iimay 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) no Event and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”first sentence of this Section 4.2(a), the Servicer may shall remit any such amounts collections received during any a Collection Period to the Collection Account in immediately available funds on the Business Day preceding prior to the Distribution related Payment Date following such Collection Period but only for so long as each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (it being understood that which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition has became unsatisfied), 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 been satisfied as result in the downgrading or withdrawal by the Rating Agencies 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 ratings then assigned to the extent of such unreimbursed Simple Interest Advance (Notes 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)Certificates. The Owner Trustee and or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, Trustee has received notice of such event or circumstance at its Corporate Trust Office from the Depositor Seller or the Servicer in an Officer’s 's Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance principal balance of the Controlling Class then outstanding Notes or unless from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of in the Owner Trustee Corporate Trust Office with knowledge hereof or the Indenture Trustee, as applicable, familiarity herewith has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1P-1” by Fitch Moody’s (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by Xxxxx’x and at least “F1” by Fitch (so long as Xxxxx’x 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (collectively, the “Monthly Remittance ConditionConditions”), the Servicer may shall not be required to remit any such amounts received during any 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to immediately deposited into the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date and all amounts received by the Servicer future collections on or in respect of the Receivables (including other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received shall be remitted by the Servicer in connection with to the repossession and sale of a Financed Vehicle (whether or Collection Account not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including later than the second Business Day preceding after identification thereof. Notwithstanding anything herein to the Closing Datecontrary, 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.

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

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch the Rating Agency Condition shall have been satisfied (the each, a “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch the Rating Agency Condition shall have been satisfied (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The Servicer Except as otherwise provided in this Article IV, Grantor shall remit continue to the Collection Account collect, at its own expense, all amounts (excluding, for due or to become due to Grantor under the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect Accounts constituting part of the Receivables (including Liquidation Proceeds Collateral and all amounts received by the Servicer in other Collateral. In connection with the repossession and sale of a Financed Vehicle such collections, Grantor may take (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event and, at Lender’s direction given after the close occurrence and during the continuance of business on an Event of Default, shall take) such action as Grantor or Lender may deem necessary or advisable to enforce collection of the second Business Day after Accounts and such receiptother Collateral; provided, however, that for so long as (i) CarMax is Lender shall have the Servicer, (ii) no right at any time after the occurrence and during the continuance of an Event of Servicing Termination Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall have occurred make all collections for Lender. In addition to its rights under the preceding sentence to this Section, Lender, at any time after the occurrence and be continuing during the continuance of a Default or Event of Default, may require that Grantor instruct all current and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings future account debtors and “F1” by Fitch obligors on other Collateral to make all payments directly to a lockbox (the “Monthly Remittance ConditionLockbox”)) controlled by Lender. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Servicer may remit Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amounts received during any Collection Period amount applied to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as payment of the Closing Date)Obligations may be applied in such order as Lender may elect; provided furtherprovided, however, that if any such amounts (including Liquidation Proceeds after an Event of Default has occurred and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advancecontinuing, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and Lender shall apply the amount retained all collections in accordance with Section 7.7. Until such payments are so delivered to reimburse itself Lender, such payments shall be held in trust by Grantor for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; andas Lender’s property, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge commingled with any funds of Grantor. Any application of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer collection to the Collection Account unless the Owner Trustee payment of any Obligation is conditioned upon final payment of any check or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Dateother instrument.

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

Collections. The Servicer shall remit Unless the Agent notifies Borrower that it specifically dispenses with one or more of the following requirements, and subject to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect terms and conditions of the Receivables (including Liquidation Proceeds Intercreditor Agreement 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 Term Loan/Euro RCF Agreement with respect to Purchased ReceivablesTerm Loan/Euro RCF Priority Collateral, Borrower acknowledges that: (A)(1) Borrower has granted a lien on and pledged to Agent as soon additional collateral security for the obligations herein all funds in the HSBC Payment Account, (2) “control” has been established with respect to the HSBC Payment Account as practicable defined in Section 9.104 of the UCC, and in no event (3) Borrower may not unilaterally terminate the HSBC Payment Account at any time and (B)(x) after the close occurrence and during the continuance of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no a Default or Event of Servicing Termination shall have occurred and be continuing and Default or (iiiy) CarMax’s short-term unsecured debt if Excess Availability is rated at least less than $18,000,000 (each a “A-1” by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance ConditionCash Dominion Event”), (1) any Proceeds received by Borrower or any Loan Party that is a Domestic Consolidated Subsidiary of the Servicer may remit Borrower on Receivables and other payments from sales, leases or licenses of Inventory, shall be held by Borrower or such Loan Party in trust for the Agent for the benefit of the Lenders in the same medium in which received, shall not be commingled with any assets of Borrower or such Loan Party, (2) Agent may, and at the request of the Requisite Lenders shall, have all funds on deposit in the HSBC Payment Account be subject to the absolute dominion and control of the Agent, (3) if Agent exercises dominion and control over the HSBC Payment Account, neither Borrower nor any such amounts received during Loan Party shall have any Collection Period power of withdrawal over the funds in the HSBC Payment Account. In the absence of a Cash Dominion Event, Borrower will have sole dominion and control over the funds on deposit in the HSBC Payment Account and the Agent shall transfer or apply the funds on deposit therein in accordance with the instructions of the Borrower, including without limitation directing the Agent (or other depository bank, if applicable) to apply funds 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 repayment of the Closing Date)outstanding Advances, issued Letters of Credit and other amounts payable under the Loan Documents and to otherwise withdraw funds from the HSBC Payment Account, provided that all funds withdrawn from the HSBC Payment Account will be applied as permitted hereunder; provided further, that upon the occurrence of a Cash Dominion Event, if Agent obtains sole dominion and control over the HSBC Payment Account, dominion and control of the HSBC Payment Account will not revert to Borrower until (x) if such Cash Dominion Event was as a result of the occurrence of an Event of Default, such Event of Default has been cured or waived and (y) if such Cash Dominion Event was as a result of Excess Availability being less than $18,000,000, a Financial Officer of Borrower certifies in writing to Agent that (A) no Event of Default has occurred and is continuing and (B) Excess Availability has been equal to or greater than $18,000,000 for each of the forty-five days prior to the date of such certification. So long as the Agent elects to keep the HSBC Payment Account in existence, and subject to the terms and conditions of the Intercreditor Agreement and the Term Loan/Euro RCF Agreement with respect to Term Loan/Euro RCF Priority Collateral, at any time after a Cash Dominion Event and prior to the occurrence of the events described in clause (x) or (y) of the preceding sentence (as applicable), Borrower and each Loan Party that is a Domestic Consolidated Subsidiary of the Borrower shall deposit Proceeds of Collateral into the HSBC Payment Account. Upon receipt of Proceeds of Collateral, the Agent shall apply such amounts (including Liquidation Proceeds directly to the Indebtedness in the manner provided in Section 8.5. Checks drawn on the HSBC Payment Account, and all amounts received by the Servicer in connection with the repossession and sale or any part 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 the HSBC Payment Account, shall be applied from time to time to the Collection Account; and, Indebtedness in the manner provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date8.5.

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

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by not later than the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second first Business Day after such receipt; providedreceipt thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (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 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (collectively, the “Monthly Remittance ConditionConditions”), ; the Servicer may shall not be required to remit any such amounts received during any 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to immediately deposited into the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date and all amounts received by the Servicer future collections on or in respect of the Receivables (including other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received shall be remitted by the Servicer in connection with to the repossession and sale of Collection Account on a Financed Vehicle (whether or daily basis not later than the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second first Business Day preceding the Closing Dateafter receipt thereof.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch the Rating Agency Condition shall have been satisfied (the each, a “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.or

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by Xxxxx’x and at least “F1” by Fitch (so long as Xxxxx’x 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (collectively, the “Monthly Remittance ConditionConditions”), the Servicer may shall not be required to remit any such amounts received during any 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to immediately deposited into the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date and all amounts received by the Servicer future collections on or in respect of the Receivables (including other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received shall be remitted by the Servicer in connection with to the repossession and sale of a Financed Vehicle (whether or Collection Account not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including later than the second Business Day preceding after identification thereof. Notwithstanding anything herein to the Closing Datecontrary, 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.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and “F1” by Fitch be continuing, the written consent of the Insurer shall have been obtained (the “each, a "Monthly Remittance Condition”"), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s 's Certificate or written notice of such event or circumstance from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Controlling Class Certificate Balance or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by Xxxxx’x and at least “F1” by Fitch (so long as Xxxxx’x 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (collectively, the “Monthly Remittance ConditionConditions”), the Servicer may shall not be required to remit any such amounts received during any collections to (Nissan 2012-A Sale and Servicing Agreement) 40 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to immediately deposited into the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date and all amounts received by the Servicer future collections on or in respect of the Receivables (including other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received shall be remitted by the Servicer in connection with to the repossession and sale of a Financed Vehicle (whether or Collection Account not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including later than the second Business Day preceding after identification thereof. Notwithstanding anything herein to the Closing Datecontrary, 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.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit to the Collection Deposit Account all amounts (excluding, for payments by or on behalf of the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in Obligors with respect of to the Receivables (including other than Purchased Receivables), all Liquidation Proceeds and all amounts received by (including Recoveries) collected during the related Collection Period, prior to 11:00 a.m. (New York time) on the Business Day preceding the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer in connection with shall remit to the repossession and sale Deposit Account all payments by or on behalf of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Obligors with respect to the Receivables (other than Purchased Receivables) and all Liquidation Proceeds within two Business Days of receipt thereof. The commingling conditions are as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as follows: (i) CarMax is CFSA must be the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing and (iii) CarMax’s (x) CFSA must maintain a short-term unsecured debt is rated rating of at least “A-1” by S&P Global Ratings Standard & Poor’s and “F-1” by Fitch or (y) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the contrary, so long as CFSA is the Servicer, CFSA may withhold from the deposit into the Deposit Account any amounts indicated on the related Servicer’s Certificate as being due and payable to CFSA or the Seller and pay such amounts directly to CFSA or the Seller, as applicable. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. In the event the commingling conditions cease to be met, the Servicer shall make daily remittance of collections to the Deposit Account within two Business Days of receipt thereof; provided, however, daily remittance may commence no later than five Business Days following a reduction of CFSA’s short-term ratings below “F1” by Fitch (the or “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 A-1” by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateStandard & Poor’s.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1[_____]” by S&P Global Ratings [_____] and “F1[______]” by Fitch [____] (the each, a “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch and “P-1” by Moody’s (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all amounts (excluding, for payments by or on behalf of the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in Obligors with respect of to the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to other than Purchased Receivables) and all Net Liquidation Proceeds, both as soon as practicable and in no event after collected during the close of business on Monthly Period less any payments owed thereon to the second Business Day after such receipt; providedServicer. Notwithstanding the foregoing, however, that for so long as (i) CarMax is Franklin Capital remains the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing and continuing, (iii) CarMax’s short-there exists no Insurer Default, (iv) the 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 unsecured debt is obligations are rated at least “A-1” A-1 by S&P Global Ratings Standard & Poor's and “F1” P-1 by Fitch Moody's and (v) the “Monthly Remittance Condition”Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit any such amounts received during any Collection Period collections with respect to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit calendar month to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day immediately preceding the Closing 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 Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch the Rating Agency Condition shall have been satisfied (the each, a “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by not later than the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second first Business Day after such receipt; providedreceipt thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (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 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (collectively, the “Monthly Remittance ConditionConditions”), ; the Servicer may shall not be required to remit any such amounts received during any 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to immediately deposited into the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date and all amounts received by the Servicer future collections on or in respect of the Receivables (including other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received shall be remitted by the Servicer in connection with to the repossession and sale of Collection Account on a Financed Vehicle (whether or daily basis not later than the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second first Business Day preceding the Closing Date.after receipt thereof. (Nissan [200_-____] Sale and Servicing Agreement) 36

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all amounts (excluding, for payments by or on behalf of the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in Obligors with respect of to the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to other than Purchased Receivables) and all Net Liquidation Proceeds, both as soon as practicable and in no event after collected during the close of business on Monthly Period less any payments owed thereon to the second Business Day after such receipt; providedServicer. Notwithstanding the foregoing, however, that for so long as (i) CarMax is Franklin Capital remains the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing and continuing, (iii) CarMaxthere exists no Insurer Default, (iv) the Servicer’s short-(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 unsecured debt is obligations are rated at least “A-1” A 1 by S&P Global Ratings Standard & Poor’s and “F1” P 1 by Fitch Moody’s and (v) the “Monthly Remittance Condition”Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit any such amounts received during any Collection Period collections with respect to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit calendar month to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day immediately preceding the Closing 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 Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”)Condition shall be satisfied, the Servicer may remit any all such amounts received on or in respect of the Receivables during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as related Deposit Date. As of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts make remittances to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received Account on or in respect of the Receivables to the extent set forth in Section 4.4(b)a monthly basis. The Owner Trustee and the Indenture Neither Trustee shall not be deemed to have knowledge of any event or circumstance under clauses clause (iii) or (iiiii) of the definition of the term "Monthly Remittance Condition Condition" that would require daily remittance remittances by the Servicer to the Collection Account unless the Owner such Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s 's Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner such Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The If the Servicer shall fail to satisfy the Monthly Remittance Condition, the Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date. If the Servicer shall satisfy the Monthly Remittance Condition, the Servicer shall remit to the Collection Account on the related Deposit Date for the initial Collection Period, all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the last day of the initial Collection Period.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by Xxxxx’x and NMAC’s short-term unsecured debt obligations are rated at least “F1” by Fitch (so long as Xxxxx’x 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (collectively, the “Monthly Remittance ConditionConditions”), ; the Servicer may shall not be required to remit any such amounts received during any 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to immediately deposited into the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date and all amounts received by the Servicer future collections on or in respect of the Receivables (including other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received shall be remitted by the Servicer in connection with to the repossession and sale of a Financed Vehicle (whether or Collection Account not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including later than the second Business Day preceding after identification thereof. Notwithstanding anything herein to the Closing Datecontrary, 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.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch the Rating Agency Condition shall have been satisfied (the each, a “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The (a) (i) Subject to the provisions of subsections 4.2(a)(ii) and (b) below, the Servicer shall remit to the Collection Account (A) all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received payments by the Servicer or on or in respect behalf of the Receivables Obligors (including Liquidation Proceeds and all amounts received by including, subject to the Servicer in connection with next sentence, Payaheads on the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) Receivables, but excluding payments with respect to amounts included in the Supplemental Servicing Fee and excluding amounts received on a particular Receivable to the extent that unreimbursed Advances for prior Collection Periods with respect to such Receivable have previously been made by the Servicer), including amounts treated as collections on Balloon Receivables, (B) all Liquidation Proceeds (except Liquidation Proceeds with respect to a particular Receivable to the extent of any unreimbursed Advances for prior Collection Periods with respect to such Receivable), (C) all Recoveries (except Recoveries with respect to a particular Receivable to the extent of any unreimbursed Advances for prior Collection Periods with respect to such Receivable), (D) all Advances made by the Servicer of principal or interest due on the Receivables and (E) all proceeds from claims on physical damage, credit life and disability insurance policies covering the Financed Vehicles or the Obligors and (F) all proceeds for Purchased Receivables) , in each case received by the Servicer during any Collection Period, as soon as practicable and practicable, but in no event after the close of business on the second Business Day after such receipt; providedreceipt thereof. Collections of Payaheads shall be deposited by the Servicer in the Collection Account, howeverpursuant to the preceding sentence for purposes of administrative convenience only, pending determination of any amount to be deposited in the Payahead Account (or in the event that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (the “each Monthly Remittance Condition”Condition is satisfied, remitted to the Servicer pursuant to Section 4.1(e)), which amount shall be deposited in the Servicer may remit any Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and such amounts received during any Collection Period shall not be transferred 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 furtheruntil due, 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 payments upon determination shall retain such amounts be made 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; andServicer, 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 Trust shall not be deemed entitled to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Dateamounts.

Collections. The Servicer (a) As of the Closing Date, (i) Lockboxes and Lockbox Accounts shall remit have been established in the name of the Company, and assigned to the Trustee for the benefit of the Holders pursuant to the Pooling Agreement; (ii) the Trustee has established the Collection Account all amounts (excluding, in the name of the Trust for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect benefit of the Receivables (including Liquidation Proceeds Holders and all amounts received by the Servicer Collection Concentration Account in connection with the repossession and sale name of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect Company, pursuant to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receiptPooling Agreement; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts have instructed all Obligors 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 make all payments in respect of the Receivables to a Lockbox (except to the extent set forth that the servicer of the Receivables, prior to such date, in Section 4.4(bthe normal course of its business and consistent with its practices, has permitted Obligors to remit payments to a Collector), and such instructions thereafter shall continue to be in full force and effect. The Owner Trustee and Servicer is hereby authorized to collect payments in accordance with the Indenture Trustee foregoing sentence. Any payments collected by a Collector shall not be deemed deposited into a Lockbox Account within one Business Day following receipt thereof; PROVIDED that on any business day all Collectors may hold in the aggregate up to have knowledge $150,000, provided that in all events such payments shall be deposited within three Business Days following receipt thereof. All Collections received in a Lockbox shall, within one Business Day of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance receipt thereof, be deposited in a Lockbox Account. All immediately available funds deposited in a Lockbox Account shall be transferred by the Servicer relevant Lockbox Processor within one Business Day of receipt thereof to the Collection Concentration Account unless or, in the Owner Trustee event of a Potential Early Amortization Event or the Indenture TrusteeEarly Amortization Event, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on Account. Except as permitted in the Closing Date all amounts received by first sentence of this subsection 2.3(a), in the Servicer on or event that any payments in respect of the Receivables are made directly to the Support Provider or Servicer (including, without limitation, any employees thereof or independent contractors employed thereby), the Support Provider or the Servicer, as applicable, shall, within one Business Day of receipt thereof, forward such amounts to a Lockbox (including Liquidation Proceeds by depositing instruments evidencing any such amounts into any such Lockbox Account) and, prior to forwarding such amounts, the Support Provider or the Servicer, as applicable, shall hold such payments in trust as custodian for the Trustee. Each of the Company and all amounts received by the Servicer represents, warrants and agrees that all Collections shall be collected, processed and deposited by it pursuant to, and in connection accordance with the repossession terms of, the Pooling and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateServicing Agreements.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by not later than the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second first Business Day after such receipt; providedreceipt thereof. Notwithstanding the foregoing, however, that for so long as (i) CarMax NMAC is the Servicer, (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 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (collectively, the “"Monthly Remittance Condition”Conditions"), ; the Servicer may shall not be required to remit any such amounts received during any 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to immediately deposited into the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date and all amounts received by the Servicer future collections on or in respect of the Receivables (including other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received shall be remitted by the Servicer in connection with to the repossession and sale of Collection Account on a Financed Vehicle (whether or daily basis not later than the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second first Business Day preceding the Closing Dateafter receipt thereof.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch the Rating Agency Condition shall have been satisfied (the each, a “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s 's Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax 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 are rated at least [“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), (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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (collectively, the “Monthly Remittance ConditionConditions”), ; the Servicer may shall not be required to remit any such amounts received during any 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to immediately deposited into the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date and all amounts received by the Servicer future collections on or in respect of the Receivables (including other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received shall be remitted by the Servicer in connection with to the repossession and sale of a Financed Vehicle (whether or Collection Account not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including later than the second Business Day preceding the Closing Dateafter identification thereof.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds and all amounts received by within two Business Days after receipt thereof. Notwithstanding the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; providedforegoing, however, that for so long as (i) CarMax TMCC is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and either (iiia) CarMax’s TMCC's short-term unsecured debt is rated at least “A-1” ___ by S&P Global Ratings Moody's and “F1” ___ by Fitch Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (b) certain arrangements are made that have been approved in writing by each Rating Agency and (iii) an Event of Default shall not have occurred and be continuing (collectively, the “"Monthly Remittance Condition”Conditions"), the Servicer may shall not be required to remit any such amounts received during any 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Conditions is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held 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 be immediately deposited into the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received Account and all future collections on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee all Net Liquidation Proceeds shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance remitted by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless on a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second daily basis within two Business Day preceding the Closing DateDays after receipt thereof.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit to the Collection Account all amounts (excluding, for payments by or on behalf of the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in Obligors with respect of to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds and all amounts received by any subsequent Recoveries, both as collected during a Collection Period, on or prior to (i) the Payment Determination Date preceding the related Payment Date or (ii) if the Rating Agency Condition has been satisfied, prior to 11:00 A.M. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer in connection with shall remit to the repossession and sale Collection Account all payments by or on behalf of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Obligors with respect to the Receivables (other than Purchased Receivables) Receivables and not including Fixed Value Payments), all Liquidation Proceeds and any subsequent Recoveries within two Business Days of receipt thereof. The commingling conditions are as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as follows: (i) CarMax is CFC must be the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing and (iii) CarMax’s (x) CFC must maintain a short-term unsecured debt is rated rating of at least “A-1” A-1 by S&P Global Ratings Standard & Poor's and “F1” P-1 by Fitch Moody's or (y) if daily remittances occur hereunder, prior to ceasing daily remittances, the “Monthly Remittance Condition”Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the contrary, so long as CFC is the Servicer, CFC may withhold from the deposit into the Collection Account any amounts indicated on the related Servicer's Certificate as being due and payable to CFC or the Seller and pay such amounts directly to CFC or the Seller, as applicable. For purposes of this Article V, the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. In the event the commingling conditions cease to be met, the Servicer may remit any such amounts received during any Collection Period 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 P-1 by Moody's. Notwithstanding anything to the contrary in immediately available funds on this Section, if the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has Class A-1 Notes have not been satisfied as of paid in full prior to the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds Class A-1 Special Payment Date and all amounts received by the Servicer commingling conditions referred to in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) preceding paragraph are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advancesatisfied, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to deposit into the Collection Account on January 28, 2000 the Closing Date all amounts collections 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)) it prior to such date during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateCollection Period in which January 28, 2000 falls.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch the Rating Agency Condition shall have been satisfied (the “each, a "Monthly Remittance Condition”"), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s 's Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The Servicer shall remit set aside for the ----------- sole benefit of Lender and the Administrator all Collections received to the Collection Account all amounts (excluding, for extent necessary to pay 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 Estimated Amount as it accrues (whether or not then due) that will be payable during such Settlement Period or on the related Receivable next occurring Settlement Date; provided that, unless the Administrator -------- shall request it to do so in writing after the occurrence and during the continuance of an Event of Default, Servicer shall not be required to hold such Collections in a separate deposit account containing only such Collections. So long as no Event of Default has been classified as occurred and is continuing, Collections received during a Defaulted Receivable)) but excluding payments Settlement Period in excess of the amount to be set aside with respect to Purchased Receivables) the Estimated Amount for such Settlement Period shall be used by the Company to pay the purchase price for Receivables generated by AnnTaylor, as soon as practicable and in no event after seller, pursuant to the close of business on the second Business Day Purchase Agreement; if any Collections remain after such receipt; providedpayment, howeverthey shall be retained by the Company for use in its sole discretion (subject to the terms of this Agreement). If an Event of Default has occurred and is continuing, that for so long as all Collections shall be held by Servicer pursuant to the first sentence of this paragraph (b). On each Settlement Date, Servicer shall ------------ remit to the Administrator an amount equal to the lesser of (1) the amount of Collections received during the Settlement Period related to such Settlement Date and (2) the sum of (i) CarMax is the Serviceramount of interest on the Loans accrued during the most recently ended Interest Period (plus any interest previously accrued and remaining unpaid), plus (ii) no Event the ---- amount of Servicing Termination shall have occurred principal then due and be continuing owing with respect to the Loans (plus any principal previously due and remaining unpaid), plus (iii) CarMax’s short-term unsecured debt is rated at least “A-1” all fees and other amounts accrued and ---- payable by S&P Global Ratings and “F1” by Fitch the Company under this Agreement (the “Monthly Remittance Condition”amount set forth in this clause (2), the Servicer may remit "Amount Payable"). To the --------- -------------- extent that the amount described in the foregoing clause (1) ---------- is less than the amount described in the foregoing clause (2), the Administrator shall withdraw the amount of --------- any such amounts deficiency from the Spread Account. All Collections received during any Collection the applicable Settlement Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply exceed the amount retained to reimburse itself for such unreimbursed Simple Interest Advancedescribed in the foregoing clause (2) and ---------- shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (iiA) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance deposited by the Servicer to the Collection Spread Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received and/or (B) paid by the Servicer on or in respect to the issuer of the Receivables Customer Letter of Credit, in each case, to the extent necessary to bring the sum of the funds in the Spread Account plus the stated amount of the Customer Letter of Credit up to the Enhancement Limit; unless an Event of Default has occurred and is continuing, all remaining Collections shall be available to the Company pursuant to the second sentence of this paragraph (including Liquidation Proceeds and all amounts received b). ------------- (c) Order of Application of Collections Prior to --------------------------------------------- Termination Date. Upon receipt by the Servicer Administrator of --------------- amounts on any Settlement Date pursuant to the foregoing paragraph (b) and any amounts withdrawn from the Customer ------------ Letter of Credit pursuant to the foregoing paragraph (a) ------------- prior to the occurrence of the Termination Date, the Administrator shall apply such amounts to the items specified in connection with the repossession and sale subclauses below, in the order of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.priority of such subclauses:

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by (Nissan 2008-B Sale and Servicing Agreement) 37 Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax 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 Rating Agencies, and (iii) no Event of Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (collectively, the “Monthly Remittance ConditionConditions”), ; the Servicer may shall not be required to remit any such amounts received during any 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to immediately deposited into the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date and all amounts received by the Servicer future collections on or in respect of the Receivables (including other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received shall be remitted by the Servicer in connection with to the repossession and sale of a Financed Vehicle (whether or Collection Account not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including later than the second Business Day preceding the Closing Dateafter identification thereof.

Collections. The Servicer shall remit Upon the occurrence of one or more Events of Default, Lender may exercise all rights and remedies under each Contract, lease, security agreement and other contract included among the Collateral as are afforded to the Collection Account all amounts (excludingsecured party thereunder or which are otherwise afforded to Borrower thereunder; Lender may, for subject to the avoidance rights of doubtObligors, recover possession of any Supplemental Servicing Fees) received by tangible personal property under any Contract, and require that the Servicer on or in respect of same be assembled and delivered to a specific location. Without limiting the Receivables (including Liquidation Proceeds and all amounts received by foregoing, the Servicer in connection with Lender shall have the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect right to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is give direction to the Servicer, (ii) no Event of Servicing Termination shall have occurred replace or remove the Servicer, collect and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds receive all further payments made on the Business Day preceding Collateral, to instruct the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received Obligors to make payments to a lock-box or other location designated by the Servicer in connection with the repossession Lender, to control deposits to and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to disbursements from the Collection Account; and, provided furtherto notify Lock-Box Banks to follow the instructions of the Lender, that and if any payments are received by Borrower, the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain Borrower shall not commingle the amounts received on with other funds of the Borrower and shall promptly pay them over to the Lender. In addition, the Lender shall have the right to dispose of all or any part of the Collateral as provided in the other documents executed in connection herewith, or in respect any commercially reasonable manner, or as provided by law. The Lender shall be entitled to place the Contracts which it recovers after any default in a pool for issuance of automobile loan receivable pass-through securities and to sell such securities at the then prevailing price for such securities in the open market as a commercially reasonable disposition of collateral subject to the applicable requirements of the Receivables UCC. The Lender shall also be entitled to sell (on a servicing-retained or servicing-released basis, as Lender may elect) any or all of such Contracts individually for the prevailing price as a commercially reasonable disposition of collateral subject to the extent set forth applicable requirements of the UCC and to retitle in Lender's or Lender's nominee's name, the subordinate certificates referenced in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.6.14

Collections. The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received payments by the Servicer or on or in respect behalf of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Obligors with respect to the Trust Student Loans (other than Purchased Receivables) Student Loans), and all Liquidation Proceeds, both as soon as practicable collected during the Collection Period, and in no event after the close Eligible Lender Trustee shall remit within two Business Days of business on receipt thereof to the second Business Day after such receipt; providedCollection Account any Interest Subsidy Payments and Special Allowance Payments received by it with respect to the Trust Student Loans during the Collection Period. Notwithstanding the foregoing, however, that for so long as (i) CarMax is the Servicer, senior unsecured obligations of the Administrator (or any affiliate of the Administrator which guarantees the obligations of the Administrator hereunder) shall have been assigned a longterm rating of not less than "AA-" (or equivalent rating) or a short-term rating of not less than "A-1" (or equivalent rating) by each of the Rating Agencies or the remitting by the Servicer and the Eligible Lender Trustee of the amounts referred to in this Section 2.4 to the Administrator will not result in a downgrading or withdrawal of any of the then current ratings of any of the Securities by any of the Rating Agencies and (ii) no Event of Servicing Termination Administrator Default shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”)continuing, the Servicer may and the Eligible Lender Trustee shall remit any such amounts received during any Collection Period collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections into the Collection Account in immediately available funds on the until one Business Day preceding immediately prior to the next following Monthly Servicing Payment Date (in an amount up to the Servicing Fee then due) or Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any together with interest on such amounts (including Liquidation Proceeds and all amounts received less Servicing Fees paid during such period) calculated on a daily basis from the first day of the month following receipt thereof by the Servicer in connection with Administrator through the repossession and sale last day of a Financed Vehicle (whether or not the related Receivable has been classified as Collection Period at a Defaulted Receivable)rate equal to the Federal Funds Rate less .20%; provided, however, that, if the Administrator (and each such Affiliate which guarantees the obligations of the Administrator) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advancerated below AA- and A-1+ by Standard & Poor's, the Servicer Administrator shall retain deposit all such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to collections into the Collection Account at least as frequently as the next following Monthly Servicing Payment Date, unless less frequent deposits will not result in a downgrading or withdrawal of Standard & Poor's then current ratings on the Owner Trustee Notes or the Indenture Trustee, as applicable, has received notice of such Certificates. In the event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% that any of the Note Balance of foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer Administrator shall remit to deposit all collections held by it into the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second within two Business Day preceding the Closing DateDays thereof.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by not later than the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second first Business Day after such receipt; providedreceipt thereof. Notwithstanding the foregoing, however, that for so long as (i) CarMax NMAC is the Servicer, (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 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (collectively, the “"Monthly Remittance Condition”Conditions"), ; the Servicer may shall not be required to remit any such amounts received during any 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to immediately deposited into the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date and all amounts received by the Servicer future collections on or in respect of the Receivables (including other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received shall be remitted by the Servicer in connection with to the repossession and sale of Collection Account on a Financed Vehicle (whether or daily basis not later than the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second first Business Day preceding after receipt thereof. For purposes of this Article V, the Closing Datephrase "payments received by or on behalf of the Obligors" shall mean payments made by Persons other than the Servicer.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by not later than the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second first Business Day after such receipt; providedreceipt thereof. For purposes of this Article V, howeverthe phrase "payments received by or on behalf of the Obligors" shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (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 (Nissan 2004-C Sale and Servicing Agreement) 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 Rating Agencies, and (iii) no Event of Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (collectively, the “"Monthly Remittance Condition”Conditions"), ; the Servicer may shall not be required to remit any such amounts received during any 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to immediately deposited into the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date and all amounts received by the Servicer future collections on or in respect of the Receivables (including other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received shall be remitted by the Servicer in connection with to the repossession and sale of Collection Account on a Financed Vehicle (whether or daily basis not later than the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second first Business Day preceding the Closing Dateafter receipt thereof.

Collections. The Servicer shall remit to the Lockbox Account or the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received payments by the Servicer or on or in respect behalf of the Receivables (including Obligors on the Loans, all Insurance Proceeds, all Liquidation Proceeds and all amounts proceeds from any Guaranties and received directly by the Servicer Servicer, notwithstanding the Servicer's notice to each Obligor pursuant to Section 3.12, within two Business Days after receipt thereof. Any available funds in connection with the repossession and sale of a Financed Vehicle (whether or not Lockbox Account shall be deposited into the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in Collection Account no event after the close of business on later than the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is following the Servicer, (ii) no Event date of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (receipt thereof. Notwithstanding the “Monthly Remittance Condition”)foregoing, the Servicer shall not be required to remit such Collections within such two Business Days but may remit any such amounts Collections received during any Collection a Monthly Period to the Collection Account in immediately available funds on the second Business Day preceding the related Distribution Date following but only for so long as (i) ALS is the Servicer, (ii) (x) the Servicer satisfies the requirements for monthly remittances established by the Rating Agencies, and upon the satisfaction of such Collection Period (it being understood that requirements, the Monthly Remittance Condition has not been satisfied as Rating Agencies reaffirm the rating of the Closing Date); provided furtherSecurities at the level at which they would be rated if Collections were remitted within two Business Days or (y) the short-term unsecured debt obligations of ALS are rated at least A-1+ by Standard & Poor's Ratings Services and P-1 by Xxxxx'x Investors Service, that if any such amounts (including Liquidation Proceeds iii) a Servicer Default, an Event of Default or Early Payout Event shall not have occurred and all amounts received by be continuing and (iv) 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 Insurer 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)have given its consent thereto. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or clause (iii) of the definition of Monthly Remittance Condition immediately preceding sentence that would require daily remittance within two Business Days by the Servicer to the Collection Account unless the Owner Indenture Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor Insurer, the Seller or the Servicer in an Officer’s 's Certificate or written notice of such event or circumstance from the Holders of Noteholders whose Notes evidencing evidence not less than 25% of the Note Balance Outstanding Amount of the Controlling Class Voting Notes as of the close of the preceding Distribution Date or unless a Responsible Officer of in the Owner Trustee or the Indenture Trustee, as applicable, Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance. The For purposes of this Article V the phrase "payments by or on behalf of Obligors" shall mean payments made by Persons other than the Servicer. Based upon the amounts set forth in the Servicer's Certificate, the Servicer shall remit direct the Indenture Trustee to distribute the Available Amount in the Collection Account on according to the Closing Date all amounts received by the Servicer on or priority set forth in respect Section 8.2 of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateIndenture.

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

Collections. The (a) As of the Closing Date, (i) Lockboxes and Lockbox Accounts shall have been established in the name of the Company, and assigned to the Trustee for the benefit of the Holders pursuant to the Pooling Agreement; (ii) the Servicer shall remit to has established the Collection Account all amounts (excluding, in the name of the Company for the avoidance benefit of doubt, any Supplemental Servicing Feesthe Holders pursuant to the Pooling Agreement; and (iii) received by the Servicer on or shall have instructed all Obligors to make all payments in respect of the Receivables directly to a Lockbox or Lockbox Account (including Liquidation Proceeds except to the extent that the servicer of the Receivables, prior to such date, in the normal course of its business and all amounts received by the consistent with its practices, has permitted Obligors to remit payments to a Collector), and such instructions thereafter shall continue to be in full force and effect. The Servicer is hereby authorized to collect payments in connection accordance with the repossession and sale of foregoing sentence. Any payments collected by a Financed Vehicle (whether or not the related Receivable has been classified as Collector shall be deposited into a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Lockbox Account within one Business Day after following receipt thereof; provided that on any business day all Collectors may hold in the aggregate up to $150,000, provided that in all events such receipt; providedpayments shall be deposited within three Business Days following receipt thereof. All Collections received in a Lockbox shall, howeverwithin one Business Day of receipt thereof, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account deposited in a Lockbox Account. All immediately available funds on deposited in a Lockbox Account shall be transferred by the relevant Lockbox Processor within one 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 receipt thereof to the Collection Account; and. Except as permitted in the first sentence of this SECTION 2.3(a), provided further, in the event that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or any payments in respect of the Receivables are made directly to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event Support Provider or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to (including, without limitation, any employees thereof or independent contractors employed thereby), the Collection Account unless the Owner Trustee Support Provider or the Indenture TrusteeServicer, as applicable, has received notice shall, within one Business Day of receipt thereof, forward such event or circumstance at its Corporate Trust Office from amounts to a Lockbox (including by depositing instruments evidencing any such amounts into any such Lockbox Account) and, prior to forwarding such amounts, the Depositor Support Provider or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture TrusteeServicer, as applicable, has actual knowledge of shall hold such event or circumstancepayments in trust as custodian for the Trustee and the Holders. The Servicer shall remit not grant or purport to grant the right to take dominion and control, or establish or purport to establish "control" (with the meaning of Section 9-104 of the UCC of all applicable jurisdictions), of any Lockbox or Lockbox Account or the Collection Account on or Securities Account at any time or upon the Closing Date all amounts received occurrence of any event to any Person, except to the Trustee as contemplated by the Pooling Agreement. With respect to each Lockbox and Lockbox Account and the Collection Account and Securities Account, the Servicer on or in respect shall take all steps necessary to ensure that the Trustee has "control" (within the meaning of Section 9-104 of the Receivables (including Liquidation Proceeds UCC of all applicable jurisdictions) over each such Lockbox and all amounts received by Lockbox Account and the Collection Account and Securities Account. Each of the Company and the Servicer represents, warrants and agrees that all Collections shall be collected, processed and deposited by it pursuant to, and in connection accordance with the repossession terms of, the Pooling and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateServicing Agreements.

Collections. The Servicer shall remit Until FINOVA notifies Borrower to the Collection Account contrary, Borrower may make collection of all amounts (excluding, Receivables for FINOVA by directing all account debtors and other third parties to remit all payments owing to Borrower to the avoidance respective Dominion Account. In the event Borrower shall nevertheless directly receive any payments or other financial proceeds of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect Collateral outside of the Dominion Account, Borrower shall receive all such payments as trustee of FINOVA and immediately deliver all payments to FINOVA in their original form as set forth below, duly endorsed in blank or cause the same to be deposited into a Dominion Account. FINOVA or its designee may, at any time during the continuance of an Event of Default, 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 be deemed applied by FINOVA on account of the Obligations two (including Liquidation Proceeds 2) Business Days after receipt by FINOVA of good funds which have been finally credited to FINOVA's account, whether such funds are received directly from Borrower or from the Dominion Account bank, pursuant to Section 2.10(c) hereof, and all amounts received by this provision shall apply regardless of the Servicer in connection with amount of the repossession and sale of a Financed Vehicle (Obligations outstanding or whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receiptany Obligations are outstanding; provided, however, PROVIDED that for so long as no Event of Default is continuing (i) CarMax is proceeds of a secondary offering of Javelin's common stock may be deposited directly to Javelin's operating account without first passing through the ServicerDominion Account, and (ii) no Event items of Servicing Termination shall have occurred and payment received by FINOVA that are not proceeds of Collateral shall, upon Borrower's written notice within five (5) Business Days after the end of the month in which such items of payment are received by FINOVA, be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” deemed applied by S&P Global Ratings and “F1” by Fitch (FINOVA on account of the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds Obligations on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not day of receipt by FINOVA of good funds which have been satisfied as of the Closing Date)finally credited to FINOVA's account; provided furtherand, 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)) good funds are received in respect of after 12:00 noon (Los Angeles time) on any Business Day or at any time on any day not constituting a Receivable as Business Day, such funds shall be deemed received on the immediately following Business Day. FINOVA is not, however, required 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 credit Borrower's account for the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) item of payment which is unsatisfactory to FINOVA in its Permitted Discretion and FINOVA may charge Borrower's loan account for the definition amount of Monthly Remittance Condition that would require daily remittance by the Servicer any item of payment which is returned to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateFINOVA unpaid.

Collections. The Servicer Such Seller Party shall direct each applicable Torchmark Entity to remit all Collections received by such Torchmark Entity directly to the Collection Account all amounts (excluding, Servicer for the avoidance benefit of doubt, the Purchaser. Immediately upon receipt by any Supplemental Servicing Fees) received Torchmark Entity of any premium payable by or on behalf of the Servicer on Policy Holder or any other Person in respect of the Receivables (including Liquidation Proceeds and all amounts received by Insurance Product that shall have given rise to any Receivable, such Torchmark Entity shall be required to remit to the Servicer an amount calculated in connection reference thereto that, in the ordinary course of business and in accordance with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified its customary practice, is then payable as a Defaulted Receivable)commission in respect of such Insurance Product to the Obligor on such Receivable and which but for the existence of such Receivable would be remitted to such Obligor. In the event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller shall remit (or shall cause all such payments to be remitted) but excluding payments with respect directly to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, and at all times prior to such remittance, Seller shall itself hold or, if applicable, shall cause such payments to be held in trust for the exclusive benefit of the Purchaser. Seller shall maintain exclusive ownership, dominion and control (iisubject to the terms of this Agreement) no Event of Servicing Termination each deposit account in which any Collections are held and shall have occurred not grant the right to take dominion and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (control of any such account except to the “Monthly Remittance Condition”)Purchaser on the demand of the Purchaser. At any time following the occurrence of an Amortization Event, the Servicer may remit any such amounts received during any Collection Period Purchaser may, at Seller’s sole cost and expense, direct Seller to notify, or to cause AIL to notify, the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts Obligors (including Liquidation Proceeds Obligors that are guarantors) of Receivables and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received Policy Holders owing premiums in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, any Receivables shall have arisen of the Servicer shall retain such ownership interests of the Purchaser under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables or Related Security be made directly to the extent of such unreimbursed Simple Interest Advance Purchaser (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (iiits respective designee) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance to a lockbox or collection account designated by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DatePurchaser.

Collections. The Servicer shall remit to the Collection ----------- Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received payments by the Servicer or on or in respect behalf of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business Obligors on the second Receivables, all Insurance Proceeds, all Liquidation Proceeds, proceeds from any Dealer Liability, proceeds from any International Purchase Obligations and proceeds from any Guaranties within two Business Day Days after such receipt; provided, however, that for so long as (i) CarMax is receipt thereof. Notwithstanding the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”)foregoing, the Servicer shall not be required to remit such collections within such two Business Days but may remit any such amounts collections received during any Collection a Monthly Period to the Collection Account in immediately available funds on the Business Day immediately preceding the related Distribution Date following but only for so long as (i) NFC is the Servicer, (ii) (x) the Servicer satisfies the requirements for monthly remittances established by the Rating Agencies initially rating the Securities, and upon the satisfaction of such Collection Period 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, (it being understood that y) the Monthly Remittance Condition short-term unsecured debt obligations of NFC are rated at least A-1 by S&P and P-1 by Xxxxx'x Investors Service or (z) a standby letter of credit has not been satisfied issued by an Eligible Institution which, as of each date during 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, period that the Servicer shallis making monthly remittances of Collections, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect 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 Receivables to the extent set forth in Section 4.4(b)undrawn amount of such letter of credit) and (iii) a Servicer Default shall not have occurred and be continuing. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or clause (iii) of the definition of Monthly Remittance Condition immediately preceding sentence that would require daily remittance within two Business Days by the Servicer to the Collection Account unless the Owner Indenture Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor Seller or the Servicer in an Officer’s 's Certificate or written notice of such event or circumstance from the Holders of Noteholders whose Notes evidencing evidence not less than 25% of the Note Balance Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or unless a Responsible Officer of in the Owner Trustee or the Indenture Trustee, as applicable, Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance. The Servicer For purposes of this Article V the phrase "payments by or on behalf of Obligors" shall remit to mean payments made by Persons other than the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateServicer.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax 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 Rating Agencies, and (iii) no Event of Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (collectively, the “Monthly Remittance ConditionConditions”), ; the Servicer may shall not be required to remit any such amounts received during any 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to immediately deposited into the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date and all amounts received by the Servicer future collections on or in respect of the Receivables (including other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received shall be remitted by the Servicer in connection with to the repossession and sale of a Financed Vehicle (whether or Collection Account not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including later than the second Business Day preceding the Closing Dateafter identification thereof.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by not later than the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second first Business Day after such receipt; providedreceipt thereof. For purposes of this Article V, howeverthe phrase "payments received by or on behalf of the Obligors" shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (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 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (collectively, the “"Monthly Remittance Condition”35 40 Conditions"), ; the Servicer may shall not be required to remit any such amounts received during any 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to immediately deposited into the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date and all amounts received by the Servicer future collections on or in respect of the Receivables (including other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received shall be remitted by the Servicer in connection with to the repossession and sale of Collection Account on a Financed Vehicle (whether or daily basis not later than the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second first Business Day preceding the Closing Dateafter receipt thereof.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (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 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (collectively, the “Monthly Remittance ConditionConditions”), ; the Servicer may shall not be required to remit any such amounts received during any 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to immediately deposited into the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date and all amounts received by the Servicer future collections on or in respect of the Receivables (including other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received shall be remitted by the Servicer in connection with to the repossession and sale of Collection Account on a Financed Vehicle (whether or daily basis not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including later than the second Business Day preceding the Closing Date.after identification thereof. (Nissan Sale and Servicing Agreement) 39

Collections. The Servicer Seller shall remit instruct, or require the ----------- Originator to the Collection Account instruct, 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 Obligors to pay 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 Collections directly to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax a segregated lock-box or other Collection Account listed on EXHIBIT III, each of which is the Servicersubject to a Collection Account Agreement, or (ii) no Event at one of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s shortthe Originator's or one of its Wholly-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (Owned Subsidiaries' stores. In the “Monthly Remittance Condition”)case of payments remitted to any such lock-box or store, the Servicer Originator may remit any credit those payments against the Subordinated Loan and/or retain such amounts received during any Collection Period payments except to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood extent 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 Seller is obligated to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain pay such amounts to the extent 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 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 unreimbursed Simple Interest Advance (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 apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts have been identified, to the Collection Account; andsatisfaction of the Servicer, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on to not constitute Collections or in respect other proceeds of the Receivables or the Related Security, the Seller shall promptly remit such items to the extent set forth in Section 4.4(b)Person identified to it as being the owner of such remittances. The Owner Trustee 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 Indenture Trustee 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 be deemed deposit or otherwise credit, and shall not permit the Originator or any other Person to have knowledge of any event deposit or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer 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 unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of listed on EXHIBIT III which remittances are not payments on Receivables to deliver such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in remittances to a location other than an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account account listed on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateEXHIBIT III.

Collections. The Servicer shall remit to the ----------- Collection Account (i) all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received payments by the Servicer or on or in respect behalf of the Receivables Obligors (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 on Repurchased Receivables) as soon as practicable and in no event after (ii) all Liquidation Proceeds, not later than the close of business on the second first Business Day after such receipt; provided. Prior to each Distribution Date, however, that for so long as the Custody and Pledge Agreement or any similar agreement is in existence, the Servicer shall notify the Custodian that it will be required to remit to the Collection Account from the (A) Class A Subordination Spread Account the lesser of (i) CarMax is the Servicer, amount of the Class A Subordination Spread Account and (ii) no Event of Servicing Termination shall have occurred and the amounts, if any, required to be continuing distributed to Class A Certificateholders from the Class A Subordination Spread Account pursuant to Sections 5.06(c)(ii) and (iii) CarMax’s short-term unsecured debt hereof and (B) Class B Subordination Spread Account the lesser of (i) the amount of the Class B Subordination Spread Account and (ii) the amounts, if any, required to be distributed to Class B Certificateholders, from the Class B Subordination Spread Account pursuant to Sections 5.06(c)(iv) and (v) hereof and not otherwise distributable to the Class A Subordination Spread Account. The Servicer shall be entitled to withhold, however, 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 postings. Nissan Motor Acceptance Corporation, so long as it is rated at least “A-1” by S&P Global Ratings acting as the Servicer, may make remittances of collections on a less frequent basis than that specified in the first sentence of this paragraph. It is understood that such less frequent remittances may be made only on the specific terms and “F1” by Fitch (conditions set forth below in this Section 5.02 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the “Monthly Remittance Condition”)provisions of the first sentence of this Section 5.02, the Servicer may shall remit any such amounts collections received during any a Collection Period to the Collection Account in immediately available funds on the Business Day preceding prior to the related Distribution Date following such Collection Period but only for so long as (it being understood i) Nissan Motor Acceptance Corporation is the Servicer, (ii) the rating of the Servicer's short-term unsecured debt obligations is at least P-1 by Xxxxx'x Investors Service, Inc. and the rating of the Servicer's (or, if the Servicer then has no short-term rating from Standard & Poor's Ratings Services, Nissan Capital of America, Inc.'s) short-term unsecured debt obligations is at least A-1 by Standard & Poor's Ratings Services and (iii) no Event of Default shall have occurred (each a "Monthly Remittance Condition"); except that the requirement in clause (ii) above shall not apply if the Class A Certificates are not then outstanding and the Class B Certificates do not have an investment grade rating. 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 Trustee written confirmation from each rating agency which has an outstanding rating on the Class A Certificates or the Class B Certificates and was requested by the Seller or an affiliate to rate such Certificates that such alternative remittance schedule will not been satisfied as result in the downgrading or withdrawal by such rating agency of the Closing Date); provided further, that if any ratings then assigned to such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b)Certificates. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or clause (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor Seller or the Servicer in an Officer’s 's Certificate or written notice of such event or circumstance from the Holders of Notes Class A Certificates evidencing not less than 25% of the Note Class A Certificate Balance of or a Trustee Officer in the Controlling Class Corporate Trust Office with knowledge hereof or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, familiarity herewith has actual knowledge of such event or circumstance. The Servicer For purposes of this Article V the phrase "payments by or on behalf of Obligors" shall remit to the Collection Account on the Closing Date all amounts received mean payments made by Persons other than the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Dateother means.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and “F1” by Fitch be continuing, the written consent of the Insurer shall have been obtained (the “each, a "Monthly Remittance Condition”"), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s 's Certificate or written notice of such event or circumstance from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or the Holders of Certificates evidencing not less than 25% of the Controlling Class Certificate Balance or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

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

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all amounts (excluding, for payments by or on behalf of the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in Obligors with respect of to the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to other than Purchased Receivables) and all Net Liquidation Proceeds, both as soon as practicable and in no event after collected during the close of business on Monthly Period less any payments owed thereon to the second Business Day after such receipt; providedServicer. Notwithstanding the foregoing, however, that for so long as (i) CarMax is Franklin Capital remains the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing and continuing, (iii) CarMaxthere exists no Insurer Default, (iv) the Servicer’s short-(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 unsecured debt is obligations are rated at least “A-1A 1” by S&P Global Ratings Standard & Poor’s and “F1Prime 1” by Fitch Moody’s and (v) the “Monthly Remittance Condition”Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit any such amounts received during any Collection Period collections with respect to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit calendar month to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day immediately preceding the Closing 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 Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch the Rating Agency Condition shall have been satisfied (the “each, a "Monthly Remittance Condition”"), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Unreimubursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s 's Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by not later than the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second first Business Day after such receipt; providedreceipt thereof. Notwithstanding the foregoing, however, that for so long as (i) CarMax NMAC is the Servicer, (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 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders), except that the requirement in clause (ii) shall not apply if only the Class C Certificates are outstanding and the Class C Certificates do not have an investment grade rating, (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (collectively, the “"Monthly Remittance Condition”Conditions"), ; the Servicer may shall not be required to remit any such amounts received during any 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to immediately deposited into the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date and all amounts received by the Servicer future collections on or in respect of the Receivables (including other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received shall be remitted by the Servicer in connection with to the repossession and sale of Collection Account on a Financed Vehicle (whether or daily basis not later than the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second first Business Day preceding the Closing Dateafter receipt thereof.

Collections. The Servicer Paragraph 5 of the Master Repurchase Agreement is amended by adding the following at the end of the last sentence thereof: Notwithstanding the foregoing and except as provided in Paragraph 11 of this Master Repurchase Agreement, each of the Sellers shall remit hold for the benefit of, and in trust for, Buyer all income, including without limitation all scheduled and unscheduled principal and interest payments or any other income (including, without limitation, tax escrow payments), received by or on behalf of any of the Sellers with respect to such Purchased Mortgage Assets sold by it (collectively, "Purchased Asset Income"). To the extent required under the Loan Agreement, each of the Sellers shall deposit the Purchased Asset Income (other than any Obligor's escrow payments) in the Collection Account all amounts (excludingAccount. On each Settlement Date, for the avoidance Buyer shall pay to each of doubtthe Sellers accrued interest on the Deferred Purchase Price of the related Purchased Mortgage Assets sold by it and the Buyer may, any Supplemental Servicing Fees) received by the Servicer on at its option, prepay in whole or in respect part the principal amount of any such Deferred Purchase Price; provided that each such payment shall be made solely from (i) Collections of the Receivables (including Liquidation Proceeds related Transferred Mortgage Assets after all other amounts then due from the Buyer under the Loan Agreement have been paid in full and all amounts received then required to be set aside by the Buyer or the Servicer in connection with under the repossession and sale of a Financed Vehicle (whether Loan Agreement have been so set aside or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) excess cash flow from operations of the Buyer which is not required to be applied to the payment of other obligations of the Buyer; and provided further, that no such payment shall be made at any time when an Event of Servicing Termination Default shall have occurred and be continuing continuing. At such time following the Termination Date when all principal, interest and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” other amounts owed by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”)Buyer under the Loan Agreement shall have been paid in full, the Servicer may remit any such amounts received during any Collection Period Buyer shall apply, on each Settlement Date, all Collections of Transferred Mortgage Assets deposited to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period pursuant to this Paragraph 5 (it being understood that the Monthly Remittance Condition has and not been satisfied previously distributed) ratably as between each of the Closing Date); provided furtherSellers first to the payment of accrued interest on each related Deferred Purchase Price, that if and then to the reduction of the principal amount of each related Deferred Purchase Price. Notwithstanding any such amounts (including Liquidation Proceeds and all amounts received by provision to the Servicer contrary in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advancethis Paragraph 5, the Servicer shall retain such amounts Buyer and the Sellers may agree that any of the Sellers may transfer to the extent Buyer all or a portion of the Income with respect to Transferred Mortgage Assets under the agreed terms of any Sale and for payments by such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts Seller to the Collection Account; and, provided further, Buyer based upon accruals of that Income while the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of Buyer owns the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateTransferred Mortgage Assets.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all amounts (excluding, for payments by or on behalf of the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in Obligors with respect of to the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to other than Purchased Receivables) and all Net Liquidation Proceeds, both as soon as practicable and in no event after collected during the close of business on Monthly Period less any payments owed thereon to the second Business Day after such receipt; providedServicer. Notwithstanding the foregoing, however, that for so long as (i) CarMax is Franklin Capital remains the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing and continuing, (iii) CarMaxthere exists no Insurer Default, (iv) the Servicer’s short-(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 unsecured debt is obligations are rated at least “A-1” A-1 by S&P Global Ratings Standard & Poor’s and “F1” P-1 by Fitch Moody’s and (v) the “Monthly Remittance Condition”Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit any such amounts received during any Collection Period collections with respect to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit calendar month to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day immediately preceding the Closing 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 Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit to the Collection Deposit Account all amounts (excluding, for payments by or on behalf of the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in Obligors with respect of to the Receivables (including other than Purchased Receivables), all Liquidation Proceeds and all amounts received by (including Recoveries) collected during the related Collection Period, prior to 11:00 A.M. (New York time) on the Business Day preceding the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer in connection with shall remit to the repossession and sale Deposit Account all payments by or on behalf of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Obligors with respect to the Receivables (other than Purchased Receivables) and all Liquidation Proceeds within two Business Days of receipt thereof. The commingling conditions are as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as follows: (i) CarMax is CFSA must be the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing and (iii) CarMax’s (x) CFSA must maintain a short-term unsecured debt is rated rating of at least “A-1” by S&P Global Ratings Standard & Poor’s and “F-1” by Fitch or (y) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the contrary, so long as CFSA is the Servicer, CFSA may withhold from the deposit into the Deposit Account any amounts indicated on the related Servicer’s Certificate as being due and payable to CFSA or the Seller and pay such amounts directly to CFSA or the Seller, as applicable. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. In the event the commingling conditions cease to be met, the Servicer shall make daily remittance of collections to the Deposit Account within two Business Days of receipt thereof; provided, however, daily remittance may commence no later than five Business Days following a reduction of CFSA’s short-term ratings below “F1” by Fitch (the or “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 A-1” by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateStandard & Poor’s.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (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 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (collectively, the “Monthly Remittance ConditionConditions”), ; the Servicer may shall not be required to remit any such amounts received during any 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held 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 be immediately deposited into the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received Account and all future collections on (Nissan 2007-A Sale and Servicing Agreement) 39 or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee (other than payments on Warranty Receivables and the Indenture Trustee Administrative Receivables) and all Net Liquidation Proceeds shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance remitted by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less later than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Dateafter identification thereof.

Collections. The Servicer shall remit Buyer and Seller each agree that, in the event that after one party hereto pays or transfers any funds required by Section 2 hereof to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trusteeother party hereto, as applicable, has received notice such funds are sought to be recovered from the remitting party by the payor of such event funds or circumstance a representative thereof (including a trustee in bankruptcy or assignee for the benefit of creditors) on the grounds of preference, then the party from whom such funds are being sought shall promptly so advise the other party in writing (the “Preference Notice”). To the extent that Buyer delivers a Preference Notice to Seller and the claim underlying such Preference Notice relates to, in the case of the Loans, the period prior to the date hereof, in the case of the Ciena Loan, the period prior to the Ciena Loan Closing Date or, in the case of the Option Loans, the period prior to the applicable Option Loan Closing Date, then Seller shall have the exclusive right (but not the obligation), at its Corporate Trust Office from the Depositor sole cost and expense, to contest, defend or the Servicer in an Officer’s Certificate or settle such claim so long as Seller delivers written notice to Buyer within ten (10) days of receiving the applicable Preference Notice indicating that Seller is irrevocably exercising such event or circumstance from right. To the Holders of Notes evidencing not less than 25% extent that Seller delivers a Preference Notice to Buyer and the claim underlying such Preference Notice relates to, in the case of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture TrusteeLoans, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from and after the date hereof, in the case of the Ciena Loan, the period from and after the Ciena Loan Closing Date or, in the case of the Option Loans, the period from and after the applicable Option Loan Closing Date, then Buyer shall have the exclusive right (but excluding not the Cutoff obligation), at its sole cost and expense, to contest, defend or settle such claim so long as Buyer delivers written notice to Seller within ten (10) days of receiving the applicable Preference Notice indicating that Buyer is irrevocably exercising such right. Buyer shall indemnify the Seller Indemnified Parties for, and hold the Seller Indemnified Parties harmless from, any loss or expense arising out of or on account of such claim to the extent such claim relates to, in the case of the Loans, the period from and after the date hereof, in the case of the Ciena Loan, the period from and after the Ciena Loan Closing Date and, in the case of the Option Loans, the period from and after the applicable Option Loan Closing Date; Seller shall indemnify the Buyer Indemnified Parties for, and hold the Buyer Indemnified Parties harmless from, any loss or expense arising out of or on account of such claim to and including the second Business Day preceding extent such claim relates to, in the case of the Loans, the period prior to the date hereof, in the case of the Ciena Loan, the period prior to the Ciena Loan Closing Date and, in the case of the Option Loans, the period prior to the applicable Option Loan Closing Date.

Collections. The Servicer shall remit Borrower will notify all of its Customers to forward all payments to the Collection Account all amounts lock box address indicated in Exhibit B, paragraph 24 (excludingthe “Lock Box”). In the event that any payments from Customers come into Borrower’s possession, for Borrower will hold the avoidance same in trust and safekeeping, and immediately deposit into the Lock Box the identical check or other form of doubt, any Supplemental Servicing Fees) payment received by Borrower, properly endorsed, including electronic or wire transfers. Should Borrower come into possession of a check or other form of payment, which constitutes payment of either Acceptable Accounts and/or Ineligible Accounts, Borrower shall immediately remit such payment(s) to the Servicer on Lock Box. In the event that the Borrower fails to comply with the provisions of this Section 40, in addition to all other remedies of TEMPFUNDS hereunder, Borrower shall pay a Misdirection Fee equal to 2.5% of the amount of the funds which Borrower deposits in any bank account other than bank accounts as directed by TEMPFUNDS under this Agreement or in respect of the Receivables Lock Box, or are otherwise not remitted to TEMPFUNDS as required herein (including Liquidation Proceeds and all amounts received the “Misdirected Funds”). Nothing provided herein shall in any manner authorize the Borrower to misdirect funds as prohibited by the Servicer Agreement. Notwithstanding the foregoing, in the event that collections of Customers are remitted to the account or lock box controlled by ComVest (the “ComVest Collections”), and so long as ComVest remits such payments to TEMPFUNDS as provided in the payoff letter between ComVest and TEMPFUNDS, no Misdirection Fee shall be assessed in connection with such ComVest Collections. Any wire transfer of funds, check, or other item of payment received by TEMPFUNDS shall be credited to Borrower when applied by TEMPFUNDS and will be applied to conditionally reduce Borrower’s Obligations, but shall not be considered a payment on account unless and until such check or other method or item of payment is honored when presented for payment. The receipt of any check or other or method item of payment deposited into the repossession and sale Lock Box shall be deemed to have been paid to TEMPFUNDS at the expiration of a Financed Vehicle the Collection Day Period (whether or not the related Receivable has been classified as a Defaulted Receivable)defined in Exhibit B, paragraph 25) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close date TEMPFUNDS actually receives possession of business on such check or other method or item of payment into the second Business Day after such receipt; providedWire Account referred to in Exhibit B, however, paragraph 26. Absent legal process to the contrary and provided that for the outstanding indebtedness due TEMPFUNDS does not exceed the availability hereunder and so long as there is not a Default hereunder, then; (i) CarMax is the Serviceramounts collected and applied to Accounts in excess of outstanding obligations due TEMPFUNDS will be credited, without interest, to Borrower, (ii) no Event payment of Servicing Termination shall have occurred and Accounts not assigned to TEMPFUNDS or against Ineligible Accounts will be continuing credited, without interest, to Borrower, and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch the amounts credited to Borrower under (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advancei) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer will be available to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateBorrower.

Collections. The (a)(i) Subject to the provisions of subsections 4.2(a)(ii) and (b) below, the Servicer shall remit to the Collection Account (A) all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received payments by the Servicer or on or in respect behalf of the Receivables Obligors (including Liquidation Proceeds and all amounts received by including, subject to the Servicer in connection with next sentence, Payaheads on the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) Receivables, but excluding payments with respect to amounts included in the Supplemental Servicing Fee and excluding amounts received on a particular Receivable to the extent that unreimbursed Advances with respect to such Receivable have previously been made by the Servicer), including amounts treated as collections on Balloon Receivables, (B) all Liquidation Proceeds (except Liquidation Proceeds with respect to a particular Receivable to the extent of any unreimbursed Advances with respect to such Receivable), (C) all Recoveries (except Recoveries with respect to a particular Receivable to the extent of any unreimbursed Advances with respect to such Receivable), (D) all Advances made by the Servicer of principal or interest due on the Receivables and (E) all proceeds from claims on physical damage, credit life and disability insurance policies covering the Financed Vehicles or the Obligors and (F) all proceeds for Purchased Receivables) , in each case received by the Servicer during any Collection Period, as soon as practicable and practicable, but in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event receipt thereof. Collections of Servicing Termination Payaheads shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received deposited 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 furtherpursuant to the preceding sentence for purposes of administrative convenience only, that pending determination of any amount to be deposited in the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on Payahead Account (or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of that each Monthly Remittance Condition that would require daily remittance by is satisfied, remitted to the Servicer pursuant to Section 4.1(e)), which amount shall be deposited in the Collection Payahead Account unless as soon as practicable but in no event later than the Owner Trustee or the Indenture TrusteePayment Date immediately following collection, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.such

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1P-1” by Fitch Xxxxx’x (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The Master Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Master Servicer on or in respect of the Receivables (including Net Liquidation Proceeds and all amounts received by the Master Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”)Condition shall be satisfied, the Master Servicer may remit any all such amounts received on or in respect of the Receivables during any Collection Period to the Collection Account in immediately available funds on or prior to the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as related Deposit Date. As of the Closing Date); provided further, the Master Servicer shall make remittances to the Collection Account on a monthly basis. Neither Trustee shall be deemed to have knowledge of any event or circumstance under clause (i) or (ii) of the definition of the term "Monthly Remittance Condition" that if any would require daily remittances by the Master Servicer to the Collection Account unless such Trustee has received notice of such event or circumstance from the Depositor or the Master Servicer in an Officer's Certificate or from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or a Responsible Officer of such Trustee has actual knowledge of such event or circumstance. If the Master Servicer shall fail to satisfy the Monthly Remittance Condition, the Master Servicer shall remit to the Collection Account on or prior to the Closing Date all amounts received by the Master Servicer on or in respect of the Receivables (including Net Liquidation Proceeds and all amounts received by the Master Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as during the period from but excluding the Initial Cutoff Date to which there is an unreimbursed Simple Interest Advanceand including the second Business Day preceding the Closing Date. If the Master Servicer shall satisfy the Monthly Remittance Condition, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Master Servicer shall remit to the Collection Account on or prior to the Closing related Deposit Date for the initial Collection Period, all amounts received by the Master Servicer on or in respect of the Receivables (including Net Liquidation Proceeds and all amounts received by the Master Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding last day of the Closing Dateinitial Collection Period.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by not later than the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second first Business Day after such receipt; providedreceipt thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (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 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (collectively, the “Monthly Remittance ConditionConditions”), ; the Servicer may shall not be required to remit any such amounts received during any 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period that begins at least two (it being understood that Nissan 2006-B Sale and Servicing Agreement) 36 Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to immediately deposited into the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date and all amounts received by the Servicer future collections on or in respect of the Receivables (including other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received shall be remitted by the Servicer in connection with to the repossession and sale of Collection Account on a Financed Vehicle (whether or daily basis not later than the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second first Business Day preceding the Closing Dateafter receipt thereof.

Collections. The Servicer shall remit to (a) As of the Collection Account all amounts (excludingInitial Closing Date, for the avoidance of doubtSub- Servicers, any Supplemental Servicing Fees) received by or the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; providedtheir behalf, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period instructed all Obligors 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 make all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or payments in respect of the Receivables to a Lockbox, a Lockbox Account, the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event Collection Concentration Account or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless (except to the Owner Trustee or extent that any Servicing Party, as of such date, in the Indenture Trusteenormal course of its business and consistent with past practices has permitted such Obligors to remit payments to a Collector), and such instructions thereafter shall continue to be in full force and effect. Each Servicing Party is hereby authorized to collect payments in accordance with the foregoing sentence. Each Servicing Party, as applicable, has received notice also shall have established separate collection systems that ensure that payments in respect of such event or circumstance Excluded Receivables shall at its Corporate Trust Office all times remain separate from payments in respect of the Depositor or Receivables. Any payments collected by a Collector shall be deposited (i) in the Servicer case of payments collected by a Daily Collector, into a Lockbox Account within one Business Day following receipt thereof and (ii) in the case of payments collected by a Remote Collector, into an Officer’s Certificate or written notice Eligible Segregated Account of such event or circumstance from the Holders related Seller within two Business Days following receipt thereof; PROVIDED that if the aggregate amount of Notes evidencing not less than Collections made by Remote Collectors during any Settlement Period exceeds an amount equal to 25% of the Note Balance aggregate amount of all Collections made during such Settlement Period, then the Servicer shall take all actions reasonably necessary to reduce the aggregate amount of Collections made by Remote Collectors during each subsequent Settlement Period below an amount equal to 25% of the Controlling Class or unless a Responsible Officer aggregate amount of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of all Collections made during such event or circumstancesubsequent Settlement Period. The Servicer amounts on deposit in each Eligible Segregated Account shall remit be transferred, in accordance with the instructions set forth in the applicable Eligible Segregated Account Bank Acknowledgement delivered pursuant to subsection 2.3(b)(ii), to the Collection Concentration Account or to the designated Lockbox Account, as the case may be, (x) on any Business Day on which the amount on deposit in such Eligible Segregated Account exceeds $25,000 and (y) in any event, no less frequently than once each week on the Closing Date all amounts same Business Day (as to each Eligible Segregated Account Bank) of each calendar week (unless, in the case of this clause (y), as of such day there has been a transfer pursuant to clause (x) within the past six Business Days). All Collections received in a Lockbox shall, within one Business Day of receipt thereof, be deposited in a Lockbox Account. All immediately available funds deposited in a Lockbox Account shall be transferred by the Servicer on or relevant Lockbox Processor within one Business Day of receipt thereof to the Collection Concentration Account. Except as permitted in the first sentence of this subsection 2.3(a), in the event that any payments in respect of the Receivables are made directly to any Servicing Party (including, without limitation, any employees thereof or independent contractors employed thereby), such Servicing Party shall, within one Business Day of receipt thereof, forward such amounts to a Lockbox, a Lockbox Account or the Collection Concentration Account (including Liquidation Proceeds by depositing instruments evidencing any such amounts into any such account) and, prior to forwarding such amounts, such Servicing Party shall hold such payments in trust as custodian for the Trustee. Each of the Company and each Servicing Party represents, warrants and agrees that all amounts received Collections shall be collected, processed and deposited by the Servicer it pursuant to, and in connection accordance with the repossession terms of, the Pooling and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateServicing Agreements.

Collections. The Servicer Paragraph 5 of the Master Repurchase Agreement is amended by adding the following at the end of the last sentence thereof: Notwithstanding the foregoing and except as provided in paragraph 11 of this Master Repurchase Agreement, the Seller shall remit hold for the benefit of, and in trust for, Buyer all income, including without limitation all scheduled and unscheduled principal and interest payments or any other income (including without limitation, tax escrow payments), received by or on behalf of the Seller with respect to such Purchased Mortgage Assets sold by it (collectively, "Purchased Asset Income"). To the extent required under the Restated Loan Agreement, the Seller shall deposit the Purchased Asset Income (other than any Obligor's escrow payments) in the Collection Account. On each Settlement Date, the Buyer shall pay to the Collection Account all amounts (excludingSeller accrued interest on the Deferred Purchase Price of the related Purchased Mortgage Assets sold by it and the Buyer may, for the avoidance of doubtat its option, any Supplemental Servicing Fees) received by the Servicer on prepay in whole or in respect part the principal amount of any such Deferred Purchase Price; provided that each such payment shall be made solely from (i) Collections of the Receivables (including Liquidation Proceeds related Transferred Mortgage Assets after all other amounts then due from the Buyer under the Restated Loan Agreement have been paid in full and all amounts received then required to be set aside by the Buyer or the Servicer in connection with under the repossession and sale of a Financed Vehicle (whether Restated Loan Agreement have been so set aside or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) excess cash flow from operations of the Buyer which is not required to be applied to the payment of other obligations of the Buyer; and provided further, that no such payment shall be made at any time when an Event of Servicing Termination Default shall have occurred and be continuing continuing. At such time following the Facility Termination Date when all principal, interest and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” other amounts owed by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”)Buyer under the Restated Loan Agreement shall have been paid in full, the Servicer may remit any such amounts received during any Collection Period Buyer shall apply, on each Settlement Date, all Collections of Transferred Mortgage Assets deposited to the Collection Account in immediately available funds pursuant to this Paragraph 5 (and not previously distributed) ratably as between the Seller first to the payment of accrued interest on each related Deferred Purchase Price, and then to the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as reduction 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 principal amount of a Financed Vehicle (whether or not the each related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateDeferred Purchase Price.

Collections. The Servicer Paragraph 5 of the Master Repurchase Agreement is amended by adding the following at the end of the last sentence thereof: Notwithstanding the foregoing and except as provided in paragraph 11 of this Master Repurchase Agreement, the Seller shall remit hold for the benefit of, and in trust for, Buyer all income, including without limitation all scheduled and unscheduled principal and interest payments or any other income (including without limitation, tax escrow payments), received by or on behalf of the Seller with respect to such Purchased Mortgage Assets sold by it (collectively, "Purchased Asset Income"). To the extent required under the Second Restated Loan Agreement, the Seller shall deposit the Purchased Asset Income (other than any Obligor's escrow payments) in the Collection Account. On each Settlement Date, the Buyer shall pay to the Collection Account all amounts (excludingSeller accrued interest on the Deferred Purchase Price of the related Purchased Mortgage Assets sold by it and the Buyer may, for the avoidance of doubtat its option, any Supplemental Servicing Fees) received by the Servicer on prepay in whole or in respect part the principal amount of any such Deferred Purchase Price; provided that each such payment shall be made solely from (i) Collections of the Receivables (including Liquidation Proceeds related Transferred Mortgage Assets after all other amounts then due from the Buyer under the Second Restated Loan Agreement have been paid in full and all amounts received then required to be set aside by the Buyer or the Servicer in connection with under the repossession and sale of a Financed Vehicle (whether Second Restated Loan Agreement have been so set aside or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) excess cash flow from operations of the Buyer which is not required to be applied to the payment of other obligations of the Buyer; and provided further, that no such payment shall be made at any time when an Event of Servicing Termination Default shall have occurred and be continuing continuing. At such time following the Facility Termination Date when all principal, interest and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” other amounts owed by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”)Buyer under the Second Restated Loan Agreement shall have been paid in full, the Servicer may remit any such amounts received during any Collection Period Buyer shall apply, on each Settlement Date, all Collections of Transferred Mortgage Assets deposited to the Collection Account in immediately available funds pursuant to this Paragraph 5 (and not previously distributed) ratably as between the Seller first to the payment of accrued interest on each related Deferred Purchase Price, and then to the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as reduction 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 principal amount of a Financed Vehicle (whether or not the each related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateDeferred Purchase Price.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit to the Collection Deposit Account all amounts (excluding, for payments by or on behalf of the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in Obligors with respect of to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds and all amounts received by collected during the related Collection Period, prior to 11:00 a.m. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer in connection with shall remit to the repossession and sale Deposit Account all payments by or on behalf of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments Obligors with respect to the Receivables (other than Purchased Receivables) Receivables and not including Fixed Value Payments), all Liquidation Proceeds within two Business Days of receipt thereof. The commingling conditions are as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as follows: (i) CarMax is DCS must be the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing and (iii) CarMax’s (x) DCS must maintain a short-term unsecured debt is rated rating of at least “"A-1” " by S&P Global Ratings Standard & Poor's and “F1” "P-1" by Fitch Moody's or (the “Monthly Remittance Condition”)y) if daily remittances occur hereunder, prior to ceasing daily remittances, the Servicer Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the contrary, so long as DCS is the Servicer, DCS may remit withhold from the deposit into the Deposit Account any amounts indicated on the related Servicer's Certificate as being due and payable to DCS or the Seller and pay such amounts received during any Collection Period directly to DCS or the Seller, as applicable. For purposes of this Article V, the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received Receivables by Persons other than the Servicer in connection with or the repossession and sale of a Financed Vehicle (whether or not Seller. In the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as event the commingling conditions cease to which there is an unreimbursed Simple Interest Advancebe met, the Servicer shall retain such amounts make daily remittance of collections to the extent Deposit Account within two Business Days of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Accountreceipt thereof; andprovided however, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance may commence no later than five Business Days following a reduction of DCS's short-term ratings below "A-1" by the Servicer to the Collection Account unless the Owner Trustee Standard & Poor's or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received "P-1" by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateMoody's.

Collections. The Servicer shall remit For purposes of the deposits to the Collection Account hereinafter provided for, the Servicer may, at its option, make net deposits such that the Servicer need not deposit the Transferor Collections, or any other amounts allocated to the Exchangeable Transferor Certificate into the Collection Account and in making such net deposits shall pay, or be deemed to pay, the Transferor Collections and such other amounts to the Holder of the Exchangeable Transferor Certificate. Obligors shall make payments on all amounts Coupon Contracts and the related Receivables to the Servicer who shall deposit all such payments, to the extent constituting either Collections or Transferor Collections on the Receivables, in the Collection Account no later than the third Business Day following the Date of Processing thereof, subject to the right of the Servicer to make net deposits as provided above. Prior to remitting all such Collections and Transferor Collections (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received as identified by the Servicer) to the Collection Account, the Servicer on or shall identify the amounts included within such payments from Obligors as constitute Additional Payments and, in respect accordance with subsection 2.1(h) of the Receivables (including Liquidation Proceeds Purchase Agreement, the Transferor hereby authorizes and all amounts received by directs the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; providedServicer, however, that for so long as (i) CarMax is BTFC shall be the Servicer, to retain all such Additional Payments for its own account (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided furtherprovided, that if any such amounts (including Liquidation Proceeds and all amounts received by BTFC shall not be the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest AdvanceServicer, the Servicer shall retain remit such Additional Payments to BTFC unless otherwise directed by the Transferor). From and after the Closing Date, the Servicer shall cause the payments on all EFT Contracts and the related Receivables to be remitted directly to an EFT Account. Unless the Servicer’s authority to deposit and withdraw amounts from the EFT Accounts shall have been revoked as described below, the Servicer shall have the right to transfer amounts remitted to each EFT Account to one or more concentration accounts maintained by BTFC in accordance with the extent Servicer’s customary and usual servicing and intercompany cash management procedures, pending the required deposit of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of any such amounts to the Collection Account; and, provided furtherprovided, however, that the Servicer shall, if it determines shall not have the right to transfer amounts from any EFT Account to any such concentration account (and hereby agrees that it has made an Unreimbursed shall not seek to transfer such amounts) on any Business Day on which the Transferor Interest, as reported in the Daily Report to be delivered by the Servicer Advanceon such Business Day (less any portion thereof attributable to the Available Subordination Amount for all Series then outstanding), retain amounts received on would be less than zero or a Pay-Out-Event (other than, in respect the case of the Receivables Amortization Period, a Pay-Out-Event described in clause (f) of Section 7 hereof) shall have occurred. The Servicer shall deposit or shall direct the Trustee to deposit all such payments, -15- to the extent set forth constituting either Collections or Transferor Collections on the Receivables, in Section 4.4(bthe Collection Account no later than the third Business Day following the Date of Processing thereof, subject to the right of the Servicer to make net deposits as provided above. Prior to depositing all such Collections and Transferor Collections (as identified by the Servicer) to the Collection Account, the Servicer shall identify the amounts included within such payments from Obligors as constitute Additional Payments and, in accordance with subsection 2.1(h) of the Purchase Agreement, the Transferor hereby authorizes and directs the Servicer, for so long as BTFC shall be the Servicer, to retain all such Additional Payments for its own account (provided, that if BTFC shall not be the Servicer, the Servicer shall remit such Additional Payments to BTFC unless otherwise directed by the Transferor). The Owner Trustee Notwithstanding the preceding sentence, BTFC, the Transferor and the Indenture Trustee each expressly acknowledges and agrees that (i) the Trustee shall immediately revoke all further authority of BTFC to withdraw any amounts from all EFT Accounts (in accordance with the procedures agreed upon with the institutions maintaining such EFT Accounts) upon the occurrence of a Pay-Out-Event (other than, in the case of the Amortization Period, a Pay-Out-Event described in clause (f) of Section 7 hereof) (unless and until such time as such revocation shall be waived by the Administrative Agent), but shall not revoke such authority unless and until such a Pay-Out-Event shall have occurred, and (ii) the Trustee shall have a continuing right to set off and apply all Additional Payments and all Transferor Collections, to the extent attributable to EFT Contracts and remitted at any time to any EFT Account, upon any failure by BTFC to timely remit Collections and Transferor Collections attributable to Coupon Contracts to the Collection Account as required in accordance with the preceding paragraph. In the event the Transferor issues other Series of Investor Certificates pursuant to the Agreement while the Series 2001-1 Certificates remain outstanding, each Series 2001-1 Certificateholder shall be deemed to have knowledge of acknowledged and agreed that, unless not required under the Supplement for any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance other Series, amounts realized by the Servicer Trustee in effecting any setoff against Additional Payments and Transferor Collections pursuant to the preceding sentence shall be deemed deposited in the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% lieu of the Note Balance Collections not remitted by BTFC, and shall be shared on a pari passu basis with the Certificateholders of other Series in a manner consistent with the allocation of Collections pursuant to the Agreement and the applicable Supplements otherwise in effect; provided, however, in no event shall amounts realized by the Trustee in effecting any such setoff be shared with the Holder of the Controlling Class or unless a Responsible Officer Exchangeable Transferor Certificate, and the Holder of the Owner Trustee Exchangeable Transferor Certificate shall have no right or entitlement thereto (without regard to the Indenture allocation of Collections pursuant to the Agreement and the applicable Supplements otherwise in effect), unless and until all amounts owing to Investor Certificateholders in respect of Investor Certificates shall have been paid in full (or amounts sufficient to make such payments in full shall have been deposited with the Trustee, as applicable, has actual knowledge of such event or circumstance). The Servicer shall remit allocate such Collections and Transferor Collections to each Series of Investor Certificates and to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV and shall cause the Trustee to withdraw the required amounts from the Collection Account or pay such amounts to the Holder of the Exchangeable Transferor Certificate in -16- accordance with this Article IV. Pursuant to subsection 3.1(b), the Servicer shall have the power, revocable by the Trustee upon the occurrence of a Servicer Default pursuant to Section 10.1 or upon the occurrence of a Pay-Out-Event, to instruct the Trustee in writing pursuant to the Daily Report or otherwise to instruct the Trustee to make withdrawals and payments from the Collection Account, the Distribution Account, the Excess Funding Account and the Reserve Fund for the purpose of carrying out the Servicer’s or the Trustee’s duties hereunder. The Servicer shall make deposits or payments on the Closing Date all amounts received dates indicated herein by wire transfer or as otherwise provided in the Servicer on or in Supplement for any Series of Certificates with respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datesuch Series.

Collections. The From and after the occurrence of a Complete Servicing Transfer, the Seller and the Servicer shall remit will cause to be transmitted and delivered directly to the Collection Account all amounts (excludingBuyer or its designated agent, for the avoidance Buyer's own account, forthwith upon receipt and in the exact form received, all Collections (properly endorsed, where required, so that such items may be collected by the Buyer) on account of doubtits Participation Interest 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 or the Company for a period longer than two (2) Business Days. If the Buyer or its designated agent receives items or monies that are not payments on account of its Participation Interest in the Purchased Receivables, such items or monies shall be delivered promptly to the Seller after being so identified by the Buyer or its designated agent. The Seller hereby irrevocably grants the Buyer or its designated agent, if any, 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 Purchased Receivable consistent with applicable law and which the Buyer, in its reasonable discretion, may deem necessary or advisable to negotiate or otherwise realize on any Supplemental Servicing Fees) right of any kind held or owned by the Seller or transmitted to or received by the Servicer on Buyer 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 its designated agent (whether or not from the related Receivable has been classified as a Defaulted Seller or any Obligor) in connection with its Participation Interest in such Purchased Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the ServicerBuyer hereby agrees not to exercise, (ii) no and not to permit its designated agents to exercise, such power of attorney unless a Servicer Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b)continuing. The Owner Trustee Buyer will provide such periodic accountings and other information related to disposition of funds so collected as the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateSeller may reasonably request.

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 amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received payments by the Servicer or on or in respect behalf of the Receivables Obligors with respect to the Group I and Group II Student Loans, respectively (including other than Purchased Student Loans), and all related Liquidation Proceeds and all amounts received by Recoveries, as collected during the Servicer in connection with Collection Period. Notwithstanding the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; providedforegoing, however, that for so long as (i) CarMax Key Bank USA, National Association (or its Affiliate) is the ServicerAdministrator, (ii) no Event of Servicing Termination Administrator Default shall have occurred and be continuing and continuing, (iii) CarMax’s shortthe Administrator's long-term unsecured debt is rated at least “A-1” A- by S&P Global Ratings and “F1” A3 by Fitch Xxxxx'x and (iv) prior to ceasing daily remittances to the “Monthly Remittance Condition”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 may shall (or shall cause the applicable Sub-Servicers to) remit any such amounts received during any Collection Period collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections into the Group I Collection Account in Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately available funds prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding the each Monthly Servicing Payment Date that is not a Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer Administrator shall retain such amounts to deposit into the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Group I Collection Account unless the Owner Trustee Sub-Account or the Indenture TrusteeGroup II Collection Account Sub-Account, as applicable, has received notice (i) with respect to the Group II Student Loans only, Guarantee Payments made by XXXX in excess of the Maximum XXXX 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 or circumstance at its Corporate Trust Office from that any of the Depositor foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture TrusteeGroup II Collection Account Sub-Account, as applicable, has actual knowledge within two Business Days of such event receipt thereof. For purposes of this Article V, the phrase “payments by or circumstance. The Servicer on behalf of Obligors” shall remit mean payments made with respect to the Collection Account Group I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Closing Date all amounts received by the Servicer on or in respect of the Receivables Guarantors (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateDepartment).

Collections. The Servicer shall remit to the ----------- Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day day after such receipt; provided, however, that for so long as (i) -------- ------- CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and “F1” by Fitch be continuing, the written consent of the Insurer shall have been obtained (the “each, a "Monthly ------- Remittance Condition”"), the Servicer may remit any such amounts received during -------------------- any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s 's Certificate or written notice of such event or circumstance from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Controlling Class Certificate Balance or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The Servicer shall remit to the Collection ----------- Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, -------- ------- (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and “F1” by Fitch be continuing, the written consent of the Insurer shall have been obtained (the “each, a "Monthly Remittance Condition”"), ---------------------------- the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s 's Certificate or written notice of such event or circumstance from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Controlling Class Certificate Balance or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The Master Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Master Servicer on or in respect of the Receivables (including Net Liquidation Proceeds and all amounts received by the Master Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (the “Monthly Remittance Condition”)Condition shall be satisfied, the Master Servicer may remit any all such amounts received on or in respect of the Receivables during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as related Deposit Date. As of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Master Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts make remittances to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received Account on or in respect of the Receivables to the extent set forth in Section 4.4(b)a monthly basis. The Owner Trustee and the Indenture Neither Trustee shall not be deemed to have knowledge of any event or circumstance under clauses clause (iii) or (iiiii) of the definition of the term "Monthly Remittance Condition Condition" that would require daily remittance remittances by the Master Servicer to the Collection Account unless the Owner such Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Master Servicer in an Officer’s 's Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner such Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The If the Master Servicer shall fail to satisfy the Monthly Remittance Condition, the Master Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Master Servicer on or in respect of the Receivables (including Net Liquidation Proceeds and all amounts received by the Master Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date. If the Master Servicer shall satisfy the Monthly Remittance Condition, the Master Servicer shall remit to the Collection Account on the related Deposit Date for the initial Collection Period, all amounts received by the Master Servicer on or in respect of the Receivables (including Net Liquidation Proceeds and all amounts received by the Master Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the last day of the initial Collection Period.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch the Rating Agency Condition shall have been satisfied (the each, a “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax 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 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 Rating Agencies, and (iii) no Event of Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch (collectively, the “Monthly Remittance ConditionConditions”), ; the Servicer may shall not be required to remit any such amounts received during any 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 on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as of the Closing Date); provided furthersatisfied, that if any such amounts (including Liquidation Proceeds and all amounts received collections then held by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to immediately deposited into the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date and all amounts received by the Servicer future collections on or in respect of the Receivables (including other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received shall be remitted by the Servicer in connection with to the repossession and sale of a Financed Vehicle (whether or Collection Account not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including later than the second Business Day preceding after identification thereof. Notwithstanding anything herein to the Closing Datecontrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if it is acceptable to each Rating Agency then rating the Notes without a reduction in the rating of any Class of Notes, 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.

Collections. The Servicer shall remit to the Collection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) CarMax’s short-term unsecured debt is rated at least “A-1” by S&P Global Ratings and “F1” by Fitch the Rating Agency Condition shall have been satisfied (the “each, a "Monthly Remittance Condition”"), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); and, 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 outstanding and unreimbursed Simple Interest Advance, the Servicer shall retain such amounts shall, to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for any such unreimbursed Simple Interest Advance) and , be retained by the Servicer in reimbursement of itself. The Servicer shall likewise remit the balance of such amounts to the Collection Account; andAccount all Liquidation Proceeds in respect of a Receivable as to which there is an outstanding and unreimbursed Simple Interest Advance after deducting therefrom the amount of such outstanding and unreimbursed Simple Interest Advance. Notwithstanding the foregoing, provided furtherthe Servicer may, in the event that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office reimburse itself from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all unrelated amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during to the period extent that the Servicer shall, concurrently with the withholding of any such amounts from but excluding deposit into the Cutoff Date Collection Account as required above, furnish to the Indenture Trustee and including the second Business Day preceding Owner Trustee a certificate of a Servicing Officer setting forth the Closing Date.basis for the Servicer's determination, the amount of and Receivable with respect to which such Unreimbursed Servicer Advance was made and the installment or installments or other proceeds respecting which reimbursement has been taken; provided, however, that the Servicer must provide such certificate within three months of such reimbursement. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or