Common use of Collections Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Collections. (a) The Servicer shall remit daily by wire transfer to the Collection Account within two Business Days following receipt thereof all payments received from by or on behalf of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereofincluding payments made under any of the Insurance Policies or the Collateral Insurance to the extent applicable to payments due on the Receivables), in each caseboth as collected during the Collection Period, minus net of (i) an amount equal the Servicer's actual out-of-pocket expenses reasonably incurred with respect to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits Defaulted Receivables or postingsFinanced Vehicles ("Liquidation Expenses"), which shall -------------------- be paid from amounts have not been previously reimbursed actually recovered with respect to the Servicer, any Defaulted Receivable or Financed Vehicle and (ii) any prepayment charge and other administrative fees and expenses backs attributable to errors in posting, returned checks, or rights of offset for amounts that should not have been paid or that must be refunded as the result of a successful claim or defense under bankruptcy or similar charges which shall be retained by laws as provided in Section 4.8. The amounts specified in clauses (i) and (ii), to the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as suchextent deposited into the Collection Account, shall not be deemed “received” until such included in Available Funds and will be withdrawn from the Collection Account and paid to the Servicer from time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practicesto time. (b) Notwithstanding On the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth Determination Date in this clause (b)each month, the Servicer may be permitted shall instruct the Indenture Trustee to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to withdraw from the Collection Account the Available Funds with respect to the next Payment Date, including Additional Fees and Liquidation Proceeds, received during the Collection Period and investment earnings on the Collection Account and the Note Account related to such Determination Date, net of any amounts specified in clauses (i) and (ii) of Section 5.2(a), to the extent deposited therein, and deposit such amount in immediately available funds on or by wire transfer in immediately available funds into the Note Account. (c) On or before each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfiedDetermination Date, the Servicer shall have obtained determine (1i) a the amount of Available Funds and (ii) the amount of funds necessary to make the distributions required pursuant to Section 5.4(a) on the next Payment Date. The Servicer Letter of Credit issued shall by a depository institution or insurance company, as Servicer's Certificate notify the case may be, having a short-term credit rating at least equal Indenture Trustee of such amounts by telecopy to the Required Deposit Rating and providing that Corporate Trust Office (or such other number as the Indenture Trustee may draw thereon in the event that the Servicer fails from time to deposit collections into the Collection Account on a monthly basistime provide), or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory followed promptly by mailing such notice to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, at the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankCorporate Trust Office.

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

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

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

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

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

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

Collections. (a) The Servicer shall remit daily within two Business Days of the date of processing to the Collection Account all payments received from by or on behalf of the Obligors on or in with respect of to the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to other than any amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and constituting Supplemental Servicing Fees; provided) and all Liquidation Proceeds, that any payments received in respect of an Obligor that are not immediately identifiable both as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to collected during the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit BankPeriod. Notwithstanding the foregoing, immediately following if (xi) non-compliance with any of clause (A)Servicer shall have the Required Rating, (Bii) Servicer provides to the Issuer a letter from an entity with the Required Rating covering the collection risk of the Servicer and the Rating Agency Condition has been satisfied or (Ciii) aboveIndenture Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Notes would not be lowered, qualified or withdrawn as a result, Servicer may deposit all amounts referred to above for any Collection Period into the Collection Account not later than 11:00 a.m. (New York time) on the Deposit Date with respect to such Collection Period; provided that (y) if a Servicer Termination Event has occurred and is continuing, or (yz) the occurrence of an event specified in Servicer has been terminated as such pursuant to Section 7.01(c) (notwithstanding any period of grace contained in such clause)8.1, the Servicer shall remit all collections referred to in clause deposit such amounts (aincluding any amounts then being held by Servicer) above to into the Collection Account on a daily basis within two (2) Business Days of receipt thereof as provided in accordance with clause (a) abovethe preceding sentence. For purposes of this Article V the phrase “payments made by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than Servicer, Seller or any Affiliate. (b) With respect to each Receivable (other than a Purchased Receivable), collections and payments by or on behalf of the SellerObligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to interest and principal in accordance with the Simple Interest Method, the Servicer or the Letter of Credit Bank, if anyas applied by Servicer. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank excess shall be accompanied by a copy of applied to prepay the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankReceivable.

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

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

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

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

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

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

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

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

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

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

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

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

Collections. (a) The Master Servicer shall remit daily instruct or otherwise cause all Obligors at all times to the Collection Account make all payments received from or on behalf of the Obligors on or in respect of the Receivables and all the Financed Vehicles directly to a lock-box account acceptable to the Rating Agencies and, so long as no Insurer Default shall have occurred and be continuing, the Insurer. Within two Business Days of receipt of deposit of such amounts into the lock-box account, the Master Servicer will deposit or cause to be deposited such amounts to the Collection Account. All other monies, including any extension fees and Net Liquidation Proceeds Proceeds, paid to the Master Servicer or the Subservicer on or in respect of the Receivables and the Financed Vehicles will be deposited to the Collection Account within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above Section 4.02(a), so long as IMAC is acting as the Master Servicer, and subject to and upon compliance with the terms and conditions set forth in this clause (b)below, the Master Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause Section 4.02 (a) above upon compliance with the specific terms and conditions set forth below in this Section and for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of Section 4.02(a), the Master Servicer will be permitted to remit such collections referred to in clause (a) above to the Collection Account in immediately available funds no later than 12:00 P.M., Los Angeles time, on each Deposit Date but only for so long as (i) (Ai)(A) the Master Servicer shall be AHFCIMAC, (B) except as provided in clause (ii) below, the short-term credit rating of the Master Servicer is at least equal to the Required Rating by each Rating Agency, and so long as no Servicer Default or Event of Insurer Default shall have occurred and be continuing continuing, the written consent of the Insurer shall have been obtained and (C) no Master Servicer Termination Event shall have occurred and not have been waived waived; provided, however, that immediately following the non-compliance with clause (B) above or in accordance with the Basic Documentsevent that an event of the nature specified in Section 7.01(v) has occurred (notwithstanding any period of grace contained in such clause), the Master Servicer shall remit such collections to the Collection Account on a daily basis within two Business Days of receipt thereof, or (ii)(A) the conditions specified in clause (i)(A) and (C) above are satisfied and (xB) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Master Servicer shall have obtained obtained, so long as no Insurer Default shall have occurred and be continuing, the prior written consent of the Insurer (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Master Servicer fails to deposit collections into the Collection Account on a monthly basis, basis or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (yii) above, the Master Servicer satisfies provides to the Rating Agency Condition with respect to Indenture Trustee and the Insurer from each Rating Agency for which the Master Servicer’s 's then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency Agency, a letter to the effect that the satisfaction of the conditions in clause (ii) above and allowing the Master Servicer to make monthly deposits will not result in a qualification, reduction or withdrawal of its then-current rating of any Securities and, if applicable, provides the Indenture Trustee with an Officer’s 's Certificate from the Master Servicer to the effect that the Master Servicer’s 's then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Master Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause clause (1ii) above, the Master Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (aSection 4.02(a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditCredit amount. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(Bi)(C) above that would require daily remittance by the Master Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller Depositor or the Master Servicer in an Officer’s 's Certificate, from Securityholders or the Insurer as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “"payments made on behalf of Obligors” " shall mean payments made by Persons other than the SellerDepositor, the Master Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank.

Collections. (a) The Servicer shall remit daily within two Business Days of receipt thereof to the Collection Account all payments received from by or on behalf of the Obligors on or in with respect of to the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to other than any amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and constituting Supplemental Servicing Fees; provided) and all Liquidation Proceeds, that any payments received in respect of an Obligor that are not immediately identifiable both as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to collected during the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit BankPeriod. Notwithstanding the foregoing, immediately following if AmSouth is the Servicer and (xi) non-compliance with any of clause (A), (B) shall have the Required Rating or (Cii) aboveIndenture Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Notes or the Certificates would not be lowered or withdrawn as a result, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit may deposit all collections amounts referred to in clause (a) above to for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that (i) if a daily basis within two Servicer Termination Event has occurred and is continuing, (2ii) Business Days of receipt thereof Servicer has been terminated as such pursuant to Section 8.1 or (iii) Servicer ceases to have the Required Rating, Servicer shall deposit such amounts (including any amounts then being held by Servicer) into the Collection Account as provided in accordance with clause (a) abovethe preceding sentence. For purposes of this Article V the phrase “"payments made by or on behalf of Obligors” " shall mean payments made with respect to the Receivables by Persons other than Servicer, Seller or any Seller Affiliate. (b) With respect to each Receivable (other than a Purchased Receivable or a Precomputed Receivable), collections and payments by or on behalf of the SellerObligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to interest and principal in accordance with the Simple Interest Method, the Servicer or the Letter of Credit Bank, if anyas applied by Servicer. Any funds held excess shall be applied to prepay the Receivable. All Liquidation Proceeds shall be treated as Interest Collections. (c) With respect to each Precomputed Receivable, collections and payments by or on behalf of an Obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to the Servicer which should have been deposited into scheduled payments due on such Precomputed Receivable for such Collection Period. To the extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted and applied either to the Collection Account, but shall instead be paid immediately and directly scheduled payments due or to prepay the Letter of Credit BankPrecomputed Receivable in full in accordance with Section 5.5. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank.22 SALE AND SERVICING AGREEMENT

Collections. (a) The Servicer shall remit daily to the Collection Account all payments received from or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (aSection 4.02(a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b)below, the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (aSection 4.02(a) above upon compliance with the specific terms and conditions set forth below in this Section and for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of Section 4.02(a), the Servicer will be permitted to remit such collections referred to in clause (a) above to the Collection Account in immediately available funds funds, on each Deposit Date but only for so long as (i) (Ai)(A) the Servicer shall be AHFC, (B) except as provided in clause (ii) below, the Required Servicer Rating is satisfied and (C) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived continuing, provided, however, that immediately following the non-compliance with clause (B) above or in accordance with the Basic Documentsevent that an event of the nature specified in Section 7.01(c) has occurred (notwithstanding any period of grace contained in such clause), the Servicer shall remit such collections to the Collection Account on a daily basis within two Business Days of receipt thereof, or (ii)(A) if the conditions specified in clause (i)(A) and (C) (x) the Required Servicer Rating is above are satisfied, or and (yB) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, basis or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (yii) above, the Servicer satisfies provides to the Rating Agency Condition with respect to Indenture Trustee, from each Rating Agency for which the Servicer’s 's then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency Agency, a letter to the effect that the satisfaction of the conditions in clause (ii) above and allowing the Servicer to make monthly deposits will not result in a qualification, reduction or withdrawal of its then-current rating of any Class of Notes and, if applicable, provides the Indenture Trustee with an Officer’s 's Certificate from the Servicer to the effect that the Servicer’s 's then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause clause (1ii) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (aSection 4.02(a) above and received during such Collection Period 35 exceeds the amount of the Servicer Letter of CreditCredit Amount. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(Bi)(C) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s 's Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “"payments made on behalf of Obligors” " shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into it determines are to be remitted (or any of its own funds which the Collection Account but were not, thereby resulting Seller or the Servicer determines to pay to the Letter of Credit Bank) in respect of a failure previously to remit collections which failure resulted in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s 's Certificate related to the previous failure to remit funds and an Officer’s 's Certificate which includes a statement identifying, by reference to the items in such related Servicer’s 's Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s 's Certificate and any Officer’s 's Certificate delivered with any such payment to the Letter of Credit Bank. (c) The Servicer shall deposit all Payments Ahead in the Payahead Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Collection Account pursuant to Section 4.06(a)(i). Notwithstanding the foregoing, so long as the Servicer is permitted to remit collections to the Collection Account on a monthly basis pursuant to Section 4.02(b), the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 4.06(a)(ii). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which the Servicer is no longer permitted to remit collections to the Collection Account on a monthly basis pursuant to Section 4.02(b), and until such time as the Servicer is once again permitted by Section 4.02(b) to remit collections to the Collection Account on a monthly basis, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof.

Collections. (a) The Servicer shall remit daily within two Business Days of the date of processing to the Collection Account all payments received from by or on behalf of the Obligors on or in with respect of to the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to other than any amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and constituting Supplemental Servicing Fees; provided) and all Liquidation Proceeds, that any payments received in respect of an Obligor that are not immediately identifiable both as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to collected during the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit BankPeriod. Notwithstanding the foregoing, immediately following if the Servicer (xi) non-compliance with any of clause (A)shall have the Required Rating, (Bii) the Servicer provides to the Trust a letter from an entity with the Required Rating covering the collection risk of the Servicer and the Rating Agency Condition has been satisfied or (Ciii) abovethe Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Certificates would not be lowered, qualified or withdrawn as a result, Servicer may deposit all amounts referred to above for any Collection Period into the Collection Account not later than 11:00 a.m. (New York time) on the Transfer Date with respect to such Collection Period; provided that (y) if an Event of Servicing Termination has occurred and is continuing, or (yz) the occurrence of an event specified in Servicer has been terminated as such pursuant to Section 7.01(c) (notwithstanding any period of grace contained in such clause)8.1, the Servicer shall remit all collections referred to in clause deposit such amounts (aincluding any amounts then being held by Servicer) above to into the Collection Account on a daily basis within two (2) Business Days of receipt thereof as provided in accordance with clause (a) abovethe preceding sentence. For purposes of this Article IV the phrase “payments made by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than Servicer, Seller or any Affiliate. (b) With respect to each Receivable (other than a Purchased Receivable), collections and payments by or on behalf of the SellerObligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to interest and principal in accordance with the Simple Interest Method, the Servicer or the Letter of Credit Bank, if anyas applied by Servicer. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank excess shall be accompanied by a copy of applied to prepay the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankReceivable.

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

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

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

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

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

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

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

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

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

Collections. (a) The Servicer Collections shall remit daily to the Collection Account all payments received from or on behalf of the Obligors on or in respect of the Receivables be allocated and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus distributed as indicated below: (i) an amount equal to amounts previously deposited by Except as provided below, the Servicer shall deposit all Collections in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later determined than the second Business Day following such Date of Processing. In the event of the insolvency of the Servicer, then, immediately upon the occurrence of such event and thereafter, the Servicer shall deposit all Collections into the Collection Account which shall be established and maintained with a Qualified Institution other than the Servicer in accordance with subsection 4.02(a), and in no such event shall the Servicer deposit any Collections thereafter into any account established, held or maintained with the Servicer. The Servicer shall allocate such amounts to each Series of Investor Certificates and to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV and shall withdraw the required amounts from the Collection Account or pay such amounts to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV, in both cases as modified by any Supplement. The Servicer shall make such deposits or payments on the date indicated therein by wire transfer or as otherwise provided in the Supplement for any Series of Certificates with respect to such Series. (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, FNBO shall remain the Servicer hereunder, and (A) the Servicer provides to the Trustee a letter of credit covering collection and payment obligations of the Servicer acceptable to each Rating Agency, as evidenced by a letter from such Rating Agency (the "Servicer Letter of Credit"), or (B) the Servicer shall have and maintain a certificate of deposit or short-term deposit rating of not less than "P-1" by Moody's and of not less than "A-1" by Standard & Poor's (or such other rating below "A-1" or "P-1," as the case may be, which is satisfactory to each Rating Agency), or (C) such other arrangement is made by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed is acceptable to the ServicerRating Agencies, and the Rating Agency Condition has been satisfied as to such alternate arrangement, the Servicer need not deposit Collections into the Collection Account as provided in subsection 4.03(a)(i) above, or deposit amounts from the Collection Account into the Principal Account or the Finance Charge Account or any Series Account, as provided in subsection 4.03(a)(i), but may make a single deposit in the Collection Account in immediately available funds not later than noon, Chicago time, on the Transfer Date following the Related Monthly Period. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to subsection 4.03(a)(i) above or the preceding sentence of this subsection 4.03(a)(ii), (1) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Enhancement Provider pursuant to the terms of any Supplement or agreement whereby the Enhancement is provided, and (ii2) if at any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by time prior to such Distribution Date the Servicer and Supplemental Servicing Fees; provided, that any payments received amount of Collections deposited in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until the Collection Account exceeds such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordinglyrequired amount, the Servicer will be permitted to remit collections referred to in clause (a) above to withdraw the excess from the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) distribution to the Transferor or payments pursuant to Section 3.02. The Servicer shall be AHFC, (B) no Servicer Default give prompt written notice to the Trustee within five Business Days of a downgrading by Moody's or Event Standard & Poor's of Default shall have occurred the Servicer's certificate of deposit or short-term rating below "P-1" and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, "A-1," as the case may be, having a short-term credit rating at least equal . (iii) Prior to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount termination of the Servicer Letter of Credit. The Indenture Trustee , if on any Transfer Date the Servicer shall not be deemed making in full the remittances of Collections required to have knowledge be made by the Servicer pursuant to subsection 4.03(a)(i) or (ii), the Servicer shall by 9:00 a.m. (Chicago time) on such Transfer Date notify the Trustee of any event or circumstance under clause (i)(B) above such failure pursuant to an Officer's Certificate certifying that would require daily remittance such remittances will not be made in full and specifying the shortfall between the amount that is required to be remitted by the Servicer to the Collection Distribution Account unless a Responsible Officer has received notice and the amount of funds that will actually be so remitted. The Trustee shall not later than 11:00 a.m. (Chicago time) on such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account Transfer Date draw on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, in accordance with the terms thereof, in the amount of such shortfall. The Trustee shall not be remitted to deposit into the Collection Account, but shall instead be paid immediately and directly to Distribution Account the amount received from the issuer of the Servicer Letter of Credit Bankin respect of such drawing. Amounts deposited by the Trustee pursuant to this Section shall be deemed to constitute the Servicer remittances of Collections to the Distribution Account with respect to which the draw on the Servicer Letter of Credit was made. In the event a draw is made on the Servicer Letter of Credit or to the extent that Collections required to be deposited into the Collection Account or any Series Account equals or exceeds in the aggregate 90% of the amount of the Servicer Letter of Credit or such other higher percentage as agreed in writing by the Rating Agencies, the Servicer shall, commencing on the Distribution Date to which such draw relates, remit Collections as required by subsection 4.03(a)(i). The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of may be terminated by the Servicer at its own funds. Any such payment sole option (A) upon 15 Business Days' prior notice to the Trustee, the Rating Agencies, the Transferor, the Enhancement Providers and the issuer of the Servicer Letter of Credit, and (B) upon delivery to the Trustee of an Officer's Certificate of the Servicer certifying that, as of the date the Servicer Letter of Credit Bank shall terminates, all amounts which would have been required to be accompanied by a copy of deposited into the Servicer’s Certificate related Collection Account pursuant to Section 4.03 had the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relatesnot been in effect shall have been so deposited. The Servicer will also provide shall, commencing on the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to date the Servicer Letter of Credit Bankis terminated, remit Collections as required by Section 4.03. The Trustee shall surrender the Servicer Letter of Credit to the issuer thereof promptly following the earlier of (1) the termination date under the Servicer Letter of Credit, (2) the appointment of a Successor Servicer or (3) the termination of the Trust.

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

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

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

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

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

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

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

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

Collections. (a) The Subject to the provisions of ----------- subsections (b) and (c) below, the Servicer shall remit daily to the Collection Account all payments received from by or on behalf of the Obligors on or in respect of the Receivables and Receivables, including all Net Liquidation Proceeds within two and Recoveries received by the Servicer during any Collection Period, as soon as practicable, but in no event after the close of business (2New York time) on the second Business Days Day after receipt thereof. Subject to the provisions of subsection (c) hereof, in each caseon the Closing Date, minus (i) an amount equal to amounts previously deposited by the Servicer shall deposit in the Collection Account but later determined all payments by or on behalf of the Obligors received by the Servicer in its reasonable opinion to have resulted from mistaken deposits representing monies due or postings, which amounts have not been previously reimbursed received under the Receivables after the close of business of the Servicer on the Cutoff Date and on or prior to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by second Business Day immediately preceding the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practicesClosing Date. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (bSection 4.2(a), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as if (i) (A) the Servicer shall be AHFC, have the Required Rating or (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (Cii) (xa) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained a letter of credit or surety bond (1or similar form of performance guaranty) a Servicer Letter of Credit issued by a depository institution from an entity with the Required Rating or insurance company, as the case may be, having a short-term credit rating at least equal otherwise acceptable to the Required Deposit Rating and Agencies in favor of the Trust for the benefit of the Securityholders, providing that the Indenture Trustee Trust may draw thereon demand payment (up to the amount then available thereunder) in the event that the Servicer fails to make any payment or deposit collections required hereunder (other than with respect to Advances) and (b) the Trust shall have received written notice from each of the Rating Agencies (provided that Moody's shall not be obligated to give any such notice) that the then outstanding rating on the Notes would not be lowered or withdrawn as a result, the Servicer may deposit the amounts referred to in subsection (a) above for any Collection Period into the Collection Account not later than the close of business on a monthly basisthe related Deposit Date, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if so long as the Servicer shall have the Required Rating or such letter of credit, surety bond or similar form of performance guaranty is in full force and effect, as the case may be; provided, -------- however, that (i) if an Event of Servicing Termination has occurred and is ------- continuing, (ii) the Servicer has been terminated as such pursuant to Section 7.1 or (iii) the Servicer ceases to have the Required Rating (and the Servicer has not obtained a Servicer Letter letter of Credit in accordance with subclause credit (1or similar form of performance guaranty) satisfying the conditions specified above), the Servicer shall be required to remit collections to deposit such amounts (including any amounts then being held by the Servicer) into the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank4.2(a). Notwithstanding the foregoing, immediately following (x) non-compliance with any the provisions of clause (A), (B) or (C) above, or (y) the proviso to the preceding sentence shall not be applicable to a successor servicer solely by reason of the occurrence of an event specified in Section 7.01(cclauses (i), (ii) and (notwithstanding iii) of such proviso with respect to the outgoing Servicer. Prior to the occurrence of an event specified in clauses (i), (ii) or (iii) in the preceding proviso, on a monthly basis, all Collections shall be segregated by book-entry or similar form of identification on the Servicer's books and records and identified as the property of the Trust. The Servicer shall promptly notify the Trust and the Indenture Trustee in writing if it shall obtain or lose the Required Rating or the benefit of such letter of credit, surety bond, or similar form of performance guaranty. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer may retain, or will be entitled to be reimbursed, from amounts otherwise payable into, or on deposit in, the Collection Account with respect to a Collection Period and the Receivables originated by it any period of grace contained amounts previously deposited in such clause)the Collection Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which the Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the related Distribution Date. (d) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit all collections referred to in clause (a) above to the Collection Account as soon as practicable, but in no event later than the close of business (New York time) on a daily basis within two (2) the second Business Days of Day after receipt thereof by the subservicer (but subject to the provisions of Section 4.2 (b) and the limitations contained in accordance with clause (aSection 4.2(c) above. For purposes of this Article Agreement) the phrase “payments made on behalf amounts referred to in Section 4.2(a) in respect of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held a Receivable being serviced by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Banksubservicer.

Collections. (a) The Except as otherwise provided in the Agreement, the Servicer shall remit daily to the Collection Certificate Account all payments received from or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above Section 14.02(a), so long as _________ is acting as the Servicer, and subject to and upon compliance with the terms and conditions set forth in this clause (b)below, the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as Section 14.02(a) (i) (A) the Servicer shall be AHFC______________, (Bii) except as provided in clause (b) below, the short-term credit rating of the Servicer is at least equal to the Required Servicer Rating by each Rating Agency and (iii) no Servicer Default or Event of Default shall have occurred and be continuing continuing, provided, however, that immediately following the non-compliance with clause (ii) above or in the event that an event of the nature specified in Section 18.01(c) has occurred (notwithstanding any period of grace contained in such clause), the Servicer shall remit such collections to the Certificate Account on a daily basis within two Business Days of receipt thereof, or (b)(i) if the conditions specified in clause (a)(i) and not have been waived in accordance with the Basic Documents(iii) above are satisfied, and (Cii) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1A) a Servicer Letter of Credit issued in favor of the Trustee by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Certificate Account on a monthly basis, basis or (2B) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each the Rating AgencyAgencies; provided that in connection with clause (yb) above, the Servicer satisfies provides to the Rating Agency Condition with respect to Trustee, from each Rating Agency for which the Servicer’s 's then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency Agency, a letter to the effect that the satisfaction of the conditions in clause (b) above and allowing the Servicer to make monthly deposits will not result in a qualification, reduction or withdrawal of its then-current rating of the Rated Certificates and, if applicable, provides the Indenture Trustee with an Officer’s 's Certificate from the Servicer to the effect that the Servicer’s 's then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause clause (1b) above, the Servicer shall be required to remit collections to the Collection Certificate Account on each Business Day to the extent that the aggregate amount of collections described provided for in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of CreditSection 14.09(c). The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(Ba)(iii) above that would require daily remittance by the Servicer to the Collection Certificate Account unless a Responsible Officer it has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s 's Certificate, from Securityholders Certificateholders as provided in Section 7.01 18.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “"payments made on behalf of Obligors” " shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into it determines are to be remitted (or any of its own funds which the Collection Account but were not, thereby resulting Seller or the Servicer determines to pay to the Letter of Credit Bank) in respect of a failure previously to remit collections which failure resulted in a payment under the Servicer Letter of Credit, if any, pursuant to Section 14.09 shall not be remitted to the Collection Certificate Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s 's Certificate related to the previous failure to remit funds and an Officer’s 's Certificate which includes a statement identifying, by reference to the items in such related Servicer’s 's Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s 's Certificate and any Officer’s 's Certificate delivered with any such payment to the Letter of Credit Bank. (c) Except as otherwise provided in the Agreement, the Servicer shall deposit all Payments Ahead in the Certificate Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 14.06(a)(ii). Notwithstanding the foregoing, so long as the Servicer is permitted to remit Collections to the Certificate Account on a monthly basis pursuant to Section 14.02(b), the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Certificate Account pursuant to Section 14.06(a)(ii). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which the Servicer is no longer permitted to remit collections to the Certificate Account on a monthly basis pursuant to Section 14.02(b), and until such time as the Servicer is once again permitted by Section 14.02(b) to remit collections to the Certificate Account on a monthly basis, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof.

Collections. The Indenture Trustee shall review the Servicer's Certificate prepared by the Servicer immediately upon receipt thereof pursuant to Section 8.09 of the Trust Agreement. For any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 9.04(a)(i) through (a) The x), the Indenture Trustee shall withdraw or direct the Servicer shall remit daily to withdraw from the Spread Account, to the Collection Account all payments received from or on behalf extent of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereofAvailable Spread Amount, in each case, minus (i) an amount equal to amounts previously deposited such deficiency and promptly deposit such amount in the Collection Account; or, if the Notes shall have been declared to be due and payable under Section 5.02 following an Event of Default, for any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 5.06(a)(i) through (ix), but excluding any distributions required by Section 5.06(a)(ii) and Sections 5.06(a) (iv), (vi) or (ix) in an amount in excess of the amount, if any, required to reduce the aggregate Note Balances as of the prior Payment Date (after giving effect to any distributions on the prior Payment Date) to the Pool Balance at the end of the related Collection Period, the Indenture Trustee shall withdraw or direct the Servicer to withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and promptly deposit such amount in the Collection Account. In either case, if such deficiency exceeds the Available Spread Amount, the Indenture Trustee shall notify the Insurer of the amount of such excess deficiency with respect to the distributions required by Sections 9.04(a)(i) through (ix) or Sections 5.06(a)(i) through (vii), as applicable. To the extent the Insurer is required pursuant to the terms of the Policy to pay the amount of such excess deficiency of the Monthly Servicing Fee, Monthly Interest and Insured Monthly Principal, the Indenture Trustee shall promptly (and in any event not later than 1:00 p.m., New York City time, on the Business Day preceding the Payment Date) deliver a Notice for Payment as defined in the Policy (appropriately completed) to the Fiscal Agent with respect to the Policy. The Indenture Trustee shall, immediately upon receipt, deposit in the Collection Account but later determined any funds received by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received Indenture Trustee in respect of an Obligor that funds drawn under the Policy from the Insurer. If the Available Funds (plus amounts withdrawn from the Pre-Funding Account or the Spread Account) for a Payment Date are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject insufficient to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above pay to the Collection Account in immediately available funds on each Deposit Date for so long as (iClass C Noteholders the amounts required pursuant to Sections 9.04(a)(v) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or Sections 5.06(a)(viii) and (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance companyix), as the case may beapplicable, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in shall withdraw from the event that the Servicer fails to deposit collections into the Collection Account on a monthly basisClass C Reserve Account, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory up to the Indenture Trustee and each Rating Agency; provided that amount on deposit in connection with clause (y) abovesuch account, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least an amount equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit deficiency and promptly deposit such amount in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank.

Collections. (a) The Servicer shall remit daily to the ----------- Collection Account Account (i) all payments received from by or on behalf of the Obligors (excluding payments on Repurchased Receivables) and (ii) all Liquidation Proceeds, not later than the first Business Day after receipt. Prior to each Distribution Date, for so long as the Custody and Pledge Agreement or any similar agreement is in respect 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 the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an the amount equal of the Class A Subordination Spread Account and (ii) the amounts, if any, required to be distributed to Class A Certificateholders from the Class A Subordination Spread Account pursuant to Sections 5.06(c)(ii) and (iii) 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 by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings. Nissan Motor Acceptance Corporation, which amounts have not been previously reimbursed to so long as it is acting as the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above the first sentence of this 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 5.02 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.02, the Servicer will be permitted to shall remit collections referred to in clause (a) above received during a Collection Period to the Collection Account in immediately available funds on each Deposit the Business Day prior to the related Distribution Date but only for so long as (i) Nissan Motor Acceptance Corporation is the Servicer, (Aii) the rating of the Servicer's short-term unsecured debt obligations is at least P-1 by ▇▇▇▇▇'▇ Investors Service, Inc. and the rating of the Servicer's (or, if the Servicer shall be AHFCthen 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 (Biii) no Servicer Default or 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 be continuing and the Class B Certificates do not have been waived in accordance with an investment grade rating. Notwithstanding the Basic Documentsforegoing, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating a Monthly Remittance Condition is not satisfied, the Servicer shall have obtained may utilize an alternative remittance schedule (1) a Servicer Letter of Credit issued which may include the remittance schedule utilized by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into before the Collection Account on a monthly basisMonthly Remittance Condition became unsatisfied), or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections provides to the Collection Account Trustee written confirmation from each rating agency which has an outstanding rating on each Business Day 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 result in the extent that the aggregate amount of collections described in clause (a) above and received during downgrading or withdrawal by such Collection Period exceeds the amount rating agency of the Servicer Letter of Creditratings then assigned to such Certificates. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(Biii) above of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer the Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 's Certificate or from the Letter Holders of Credit Bank. Notwithstanding Class A Certificates evidencing not less than 25% of the foregoing, immediately following (x) non-compliance Class A Certificate Balance or a Trustee Officer in the Corporate Trust Office with any knowledge hereof or familiarity herewith has actual knowledge of clause (A), (B) such event or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) abovecircumstance. For purposes of this Article V the phrase “"payments made by or on behalf of Obligors” " shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bankother means.

Collections. (a) The Servicer shall remit daily to the Collection Account within two Business Days following receipt thereof all payments received from by or on behalf of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two (2including payments made under any of the Insurance Policies or the Collateral Insurance to the extent applicable to payments due on the Receivables) Business Days after receipt thereof, in each caseboth as collected during the Collection Period, minus net of (i) an amount equal the Servicer's actual out-of-pocket expenses reasonably incurred with respect to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits Defaulted Receivables or postingsFinanced Vehicles ("Liquidation Expenses"), which shall be paid from amounts have not been previously reimbursed actually recovered with respect to the Servicerany Defaulted Receivable or Financed Vehicle, and (ii) any prepayment charge and other administrative fees and expenses backs attributable to errors in posting, returned checks, or rights of offset for amounts that should not have been paid or that must be refunded as the result of a successful claim or defense under bankruptcy or similar charges which shall be retained by laws and (iii) the Servicer Monthly Servicing Fee, as provided in Section 4.8. The amounts specified in clauses (i), (ii) and Supplemental Servicing Fees; provided(iii), that any payments received in respect of an Obligor that are not immediately identifiable as suchto the extent deposited into the Collection Account, shall not be deemed “received” until such included in Available Funds and will be withdrawn from the Collection Account and paid to the Servicer from time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practicesto time. (b) Notwithstanding On the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth Determination Date in this clause (b)each month, the Servicer may be permitted shall instruct the Trustee to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to withdraw from the Collection Account the amount collected with respect to Receivables, including Additional Fees and Liquidation Proceeds, received during the Collection Period and investment earnings related to such Determination Date, net of any amounts specified in clauses (i), (ii) and (iii) of Section 5.2(a), to the extent deposited therein, and deposit such amount in immediately available funds on or by wire transfer in immediately available funds into the Certificate Account. (c) On or before each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfiedDetermination Date, the Servicer shall have obtained determine (1i) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause Available Funds and (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (yii) the occurrence amount of an event specified in funds necessary to make the distributions required pursuant to clauses (i) through (viii) of Section 7.01(c5.4(a) (notwithstanding any period of grace contained in such clause), on the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Banknext Distribution Date. The Servicer shall also be permitted to reimburse by a Servicer's Certificate notify the Letter Trustee of Credit Bank out of its own funds. Any such payment amounts by telecopy to the Letter of Credit Bank shall be accompanied Corporate Trust Office (or such other number as the Trustee may from time to time provide), followed promptly by a copy of the Servicer’s Certificate related mailing such notice to the previous failure to remit funds Trustee at the Corporate Trust Office, and an Officer’s Certificate which includes a statement identifying, by reference the Trustee shall promptly provide such notice to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit BankInsurer.

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