Common use of Collections Clause in Contracts

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (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 (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.

Collections. (ai) The On or prior to the Closing Date, initial Servicer shall remit daily have established and shall maintain thereafter the following system of collecting and processing Collections of Receivables. Servicer shall direct the Obligors to make payments of Receivables only (A) by check mailed to the Post Office Box (such payments, upon receipt in such Post Office Box being referred to herein as “Mail Payments”), (B) by cash, credit card or check delivered in person or by phone at retail stores or other business locations of initial Servicer (such payments, upon receipt by such stores, being referred to herein as “In-Store Payments”), (C) by third party money wire transfer, ACH or other ▇▇▇▇ pay service that provides for the electronic deposit of funds into an account of the Servicer on behalf of Obligors, (D) by utilizing the Servicer’s Webpay portal; or (E) by cash, credit card or check delivered in person or by phone or by an agent of Conn Appliances at a service center of Conn Appliances or, in the case of certain delinquent accounts, to employees of Conn Appliances operating out of a service center of Conn Appliances or Servicer (such payments, upon receipt by the service center, being referred to herein as “Field Collections”). Notwithstanding anything to the contrary in this Section 2.02(c), any Successor Servicer shall collect and process Collections of Receivables in any manner that is in accordance with the servicing standard set forth herein. (ii) Servicer’s right of access to the Post Office Box and the Collection Account shall be revocable at the option of Trustee as designee of the Receivables Trust (acting in its own discretion or at the direction of the Required Noteholders) upon the occurrence of any Default, Event of Default or Servicer Default. In addition, after the occurrence of any Default, Event of Default or Servicer Default, Servicer agrees that it shall, upon the written request of Trustee, notify all Obligors under Receivables to make payment thereof to (i) one or more bank accounts and/or post-office boxes designated by Trustee and specified in such notice or (ii) any Successor Servicer appointed hereunder. The Trustee may, and shall at the request of the Required Noteholders, if any Default, Event of Default or Servicer Default has occurred, require the Servicer to establish a lockbox account pursuant to a lockbox agreement acceptable to the Trustee, and with notice to the Notice Person, to direct all Obligors under Receivables to make payments to such lockbox account. (iii) Servicer shall remove or cause all Mail Payments to be removed from the Post Office Box by the close of business on each Business Day. Servicer shall process all such Mail Payments and all Field Collections on the date received by recording the amount of the payment received from the Obligor and the applicable account number. Subject to Section 5.4(a) of the Indenture, no later than the close of business on the second Business Day following the date on which Mail Payments are received in the Post Office Box or Field Collections are received by Servicer, Servicer shall deposit or cause such Mail Payments and such Field Collections to be deposited in the Collection Account. Subject to Section 5.4(a) of the Indenture, the Originator and Servicer shall cause all In-Store Payments to be (i) processed as soon as possible after such payments are received by the Originator or Servicer but in no event later than the Business Day after such receipt, and (ii) deposited in the Collection Account no later than two Business Days following the date of such receipt. Subject to Section 5.4(a) of the Indenture, Servicer shall deposit all Recoveries into the Collection Account within forty-eight hours two Business Days after the date of its receipt of such Recoveries. (iv) [Reserved]. (v) All Collections received by Servicer in respect of Receivables will, pending remittance to the Collection Account all as provided herein, be held by Servicer in trust for the exclusive benefit of Trustee (on behalf of the Receivables Trust) and shall not, unless otherwise permitted by the Servicer Transaction Documents, be commingled with any other funds or property of the Originator, Depositor or Servicer except as otherwise permitted in accordance with Section 5.4 of the Indenture. Only Collections collected during shall be deposited in the Collection PeriodAccount. Chase USA has requested that, so long as it is acting as The Servicer may cause to be withdrawn from the ServicerCollection Account such amounts that have been deposited into the Collection Account in error not representing Collections or other proceeds of the Trust Estate and any amounts that are deposited by Servicer that relate to checks rejected by the Obligor’s bank for insufficient funds. (vi) Each of Depositor, the Receivables Trust, Issuer and Servicer be permitted hereby irrevocably waive any right to make remittances set off against, or otherwise deduct from, any Collections. (vii) The Receivables Trust, Issuer and initial Servicer hereby transfer, assign, pledge, set over and convey to Trustee all of Collections on a less frequent basis than that specified their right, title and interest in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the ServicerTrust Accounts. (bviii) Notwithstanding anything All payments or other amounts collected or received by Servicer in this Agreement respect of a Receivable shall be applied to the contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full Outstanding Receivables Balance of a such Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.

Collections. (a) The Servicer shall remit daily within forty-eight hours two Business Days of receipt thereof to the Collection Account all Collections payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Collection Period. Chase USA has requested that, so long as it is acting as Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in Automated Clearinghouse Corporation next-day funds the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or immediately available funds no later than 11:00 a.m., New York City time, postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the Deposit Date, but only for so long as (irelated Distribution Date pursuant to Section 5.6(a)(i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance upon certification by the Servicer of Collections to such amounts and the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice provision of such information to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the ServicerAdministrator. (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 (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.

Collections. (a) The Servicer shall remit daily within forty-eight hours set aside and hold in trust as property of receipt to the Collection Account Borrower for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections collected during on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Collection Period. Chase USA has requested thatAccount; provided, however, that so long as it is acting as each of the Servicerconditions precedent set forth in Section 5.03 are satisfied with respect thereto, the Servicer be permitted may release to make remittances the Borrower (for its own account) from such Collections the amount it determines in its sole discretion (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections on a less frequent basis than that specified in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for 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. AccordinglyInterest Period (plus, notwithstanding the provisions of the first sentence of this Section 5.2if applicable, the Servicer shall remit such collections amount of Servicing Fees payable for any prior Interest Period 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 extent such amount has not been distributed to the Deposit 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 (if 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 Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the Servicer shall be Chase USA 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 JPMorgan Chase. Upon remittance by indemnified amounts payable under Sections 4.03 and 12.01 in respect of such payments), plus, if applicable, the Servicer amount of Collections any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 12.01 in respect of such payments) payable for any prior Interest Period to the Collection Account pursuant extent such amount has not been distributed to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller Lender or the Servicer.Credit Party; (biii) Notwithstanding anything third, as set forth in this Agreement to the contraryclauses (x), if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable(y) and/or (z) below, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.applicable:

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Until Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement notifies Borrower to the contrary, if Borrower may make collection of all Receivables for Agent by directing all account debtors and other third parties to remit all payments owing to Borrower to the Servicer inadvertently deposits amounts lockbox established in connection with the Blocked Account. In the event Borrower shall nevertheless directly receive any payments or other financial proceeds of any Collateral, Borrower shall receive all payments in trust for Agent and Lenders and immediately deliver all payments to Agent, for its benefit and the ratable benefit of the Lenders, in their original form as set forth below, duly endorsed in blank or cause the same to be deposited into a Blocked Account or Dominion Account. Agent or its designee may, at any time during the existence of an Event of Default, notify account debtors that it mistakenly believes are Collections resulting in the payment in full Receivables have been assigned to Agent, for its benefit and the benefit of a Receivablethe Lenders, and (i) of Agent's security interest therein, and may collect the Servicer discovers its error prior Receivables directly and charge the collection costs and expenses to Borrower's loan account. Borrower agrees that, in computing the Payment following such depositcharges under this Agreement, the Indenture Trustee, at the written direction all items of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer payment shall be deemed applied by Agent on account of the Obligations TWO (2) Business Days after receipt by Agent of good funds which have been credited to have purchased Agent's account, whether such Receivable funds are received directly from Borrower or from the Blocked Account bank or the Dominion Account bank, pursuant to Section 4.6 as 2.10(c) hereof, and this provision shall apply regardless of the last day amount of the Collection Period during Obligations outstanding or whether any Obligations are outstanding; provided, that if any such good funds are received after 2:00 P.M. Eastern time on any Business Day or at any time on any day not constituting a Business Day, such funds shall be deemed received on the immediately following Business Day. Agent may charge Borrower's loan account for the amount of any item of payment which such error shall have occurredis returned to Agent unpaid.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection ----------- Account all Collections collected during payments by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Obligors on the specific terms Receivables, all Insurance Proceeds, all Liquidation Proceeds, proceeds from any Dealer Liability, proceeds from any International Purchase Obligations and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilledproceeds from any Guaranties within two Business Days after receipt thereof. Accordingly, notwithstanding Notwithstanding the provisions of the first sentence of this Section 5.2foregoing, the Servicer shall not be required to remit such collections within such two Business Days but may remit collections received during a Monthly Period to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, Business Day immediately preceding the related Distribution Date but only for so long as (i) NFC is the Servicer, (ii) (x) the Servicer satisfies the requirements for monthly remittances established by the Rating Agencies initially rating the Securities, and upon the satisfaction of such requirements, the Rating Agencies which initially rated the Securities reaffirm the rating of the Securities at the level at which they would be rated if collections were remitted within two Business Days or (y) the short-term certificate unsecured debt obligations of deposit ratings NFC are rated at least A-1+ by S&P and P-1 by ▇▇▇▇▇'▇ Investors Service, Inc., and (iii) a Servicer Default shall not have occurred and be continuing. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (iii) of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon immediately preceding sentence that would require remittance within two Business Days by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to unless the Indenture Trustee and has received notice of such event or circumstance from the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by Seller or the Servicer on in an Officer's Certificate or from Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Voting Notes as of the close of the preceding Distribution Date or unless a Responsible Officer in the Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2event or circumstance. For purposes of this Section 5.2 Article V the phrase “"payments made by or on behalf of the Obligors” " shall mean payments made by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.

Collections. The Seller shall instruct all Obligors, or cause the Originators to instruct, all Obligors to pay all Collections directly to a segregated lock-box or other Collection Account listed on Exhibit III, each of which is subject to a Collection Account Agreement. In the case of payments remitted to any such lock-box, the Seller shall cause all proceeds from such lock-box to be deposited directly by a Collection Bank into a Collection Account listed on Exhibit III, which is subject to a Collection Account Agreement. The Seller shall maintain exclusive dominion and control (a) The Servicer shall remit daily within forty-eight hours of receipt subject to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, Agreement) to each such Collection Account. In the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate case of deposit ratings of the Servicer are at least P-1 any Collections received by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or any Originator, the Servicer. Seller shall remit (bor shall cause such Originator to remit) Notwithstanding anything such Collections to a Collection Account not later than the Business Day immediately following the date of receipt of such Collections, and, at all times prior to such remittance, the Seller shall itself hold (or, if applicable, shall cause such Originator to hold) such Collections in this Agreement trust, for the exclusive benefit of the Purchasers and the Agents. In the case of any remittances received by the Seller in any such Collection Account that shall have been identified, 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 satisfaction of the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Seller shall withdraw promptly remit such amounts and pay them items to the Servicer or Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent (iiat the direction of any Co-Agent) delivers to any of the Servicer shall be deemed to have purchased such Receivable Collection Banks a Collection Notice pursuant to Section 4.6 as of 6.3, any Agent may request that the last day of Seller, and the Seller thereupon promptly shall and shall direct the Originators to, direct all Obligors on Receivables to remit all payments thereon to a new depositary account (the “New Concentration Account”) specified by the Administrative Agent and, at all times thereafter the Seller shall not deposit or otherwise credit, and shall not permit any Originator or any other Person to deposit or otherwise credit to the New Concentration Account any cash or payment item other than Collections. Alternatively, the Administrative Agent may request that the Seller, and the Seller thereupon promptly shall, direct all Persons then making remittances to any Collection Period during Account listed on Exhibit III which remittances are not payments on Receivables to deliver such error shall have occurredremittances to a location other than an account listed on Exhibit III.

Collections. (a) The Servicer shall remit daily within forty-eight hours two Business Days of receipt thereof to the Collection Account all Collections payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Collection Period. Chase USA has requested that, so long as it is acting as Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) there exists no Insurer Default, (iv) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies and the Security Insurer, then the Representative’s) short term obligations are rated at least A 1 by Standard & Poor’s and P 1 by Moody’s and (v) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (v) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m.immediately. Pending deposit thereof into the Collection Account, New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are may use or invest collections at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitch) its own risk 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 for its own benefit and (ii) the Servicer shall be Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2need not segregate collections from its own funds. For purposes of this Section 5.2 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 the Seller Servicer or the ServicerSeller. (b) Notwithstanding anything The Servicer will be entitled to be reimbursed from amounts on deposit in this Agreement the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the contraryServicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Trustee and the Security Insurer as may be necessary in the opinion of the Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the Servicer’s entitlement to reimbursement pursuant to Section 5.2(b), the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following receipt of which the Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 5.6(a)(i), or if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (iprior thereto has been reimbursed pursuant to Section 5.6(a)(i) the Servicer discovers its error prior to the Payment following such depositor Section 5.9, the Indenture Trustee, at the written direction of the Servicer, Trustee shall withdraw withhold such amounts and pay them from amounts otherwise distributable to the Servicer or (ii) on the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurrednext succeeding Distribution Date.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt Subject to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions continued satisfaction of the first sentence of this Section 5.2commingling conditions described below, the Servicer shall remit such collections to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds collected during the related Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than Period, prior to 11:00 a.m., a.m. (New York City time, ) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Deposit DateAccount all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), but only for so long all Liquidation Proceeds within two Business Days of receipt thereof. The commingling conditions are as follows: (i) DCS must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) DaimlerChrysler North America Holding Corporation must maintain a short-term certificate rating of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitch) and “"A-1” " by Standard & Poor’s's and "P-1" by Moody's or (y) if daily remittances occur hereunder, or prior to ceasing daily remittances, the Rating Agency Condition is shall have been satisfied as a result of Collections being remitted on a monthly, rather than daily, basis (and (ii) the Servicer shall be Chase USA any conditions or JPMorgan Chase. Upon remittance limitations imposed by the Servicer of Collections Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the Collection contrary, so long as DCS is the Servicer, DCS may withhold from the deposit into the Deposit Account pursuant any amounts indicated on the related Servicer's Certificate as being due and payable to DCS or the preceding sentenceSeller and pay such amounts directly to DCS or the Seller, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2as applicable. For purposes of this Section 5.2 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 the Seller Servicer or the Servicer. (b) Notwithstanding anything in this Agreement Seller. In the event the commingling conditions cease to the contrarybe met, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed make daily remittance of collections to have purchased such Receivable pursuant to Section 4.6 as the Deposit Account within two Business Days of the last day receipt thereof; provided however, daily remittance may commence no later than five Business Days following a reduction of the Collection Period during which such error shall have occurredDaimlerChrysler North America Holding Corporation's short-term ratings below "A-1" by Standard & Poor's or "P-1" by Moody's.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to Unless otherwise agreed, the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City timeshall, on each Deposit Settlement Date, setting forth deposit into an account of the amounts remitted Purchaser or the Purchaser’s assignee all Collections of Transferred Receivables then held by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the ServicerAgent. (b) Notwithstanding anything in this Agreement In the event that the Seller believes that Collections which are not Collections of Transferred Receivables have been deposited into an account of the Purchaser or the Purchaser’s assignee, the Seller shall so advise the Purchaser and, on the Business Day following such identification, the Purchaser shall remit, or shall cause to be remitted, all Collections so deposited which are identified, to the contraryPurchaser’s satisfaction, if to be Collections of Receivables which are not Transferred Receivables to the Servicer inadvertently deposits amounts Seller. (c) On each Settlement Date, the Purchaser shall pay to the Seller accrued interest on the Deferred Purchase Price and the Purchaser may, at its option, prepay in whole or in part the principal amount of the Deferred Purchase Price; provided that it mistakenly believes are Collections resulting in the each such payment in full of a Receivable, and shall be made solely from (i) Collections of Transferred Receivables after all other amounts then due from the Servicer discovers its error prior Purchaser under the Secondary Purchase Agreement, from Intermediate SPV under the Tertiary Purchase Agreement and from Master SPV under the RIPA have been paid in full and all amounts then required to be set aside or held by the Payment following such depositPurchaser under the Secondary Purchase Agreement, by Intermediate SPV under the Indenture Trustee, at Tertiary Purchase Agreement and by Master SPV or the written direction of Collection Agent under the Servicer, shall withdraw such amounts RIPA have been so set aside and pay them to the Servicer held or (ii) excess cash flow from operations of the Servicer Purchaser which is not required to be applied to the payment of other obligations of the Purchaser under the Secondary Purchase Agreement; and provided further, that no such payment shall be deemed to made at any time when an Event of Termination or Incipient Event of Termination shall have purchased such Receivable occurred and be continuing. Following the RIPA Final Payment Date, the Purchaser shall apply, on each Settlement Date, all Collections of Transferred Receivables received by the Purchaser pursuant to Section 4.6 as 2.03(a) (and not previously distributed) first to the payment of accrued interest on the Deferred Purchase Price, and then to the reduction of the last day principal amount of the Collection Period during which such error shall have occurredDeferred Purchase Price.

Collections. (a) The On or prior to the Closing Date, the Master Servicer shall remit daily within fortyopen, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "Wells Fargo Bank, National Association, as Master Servicer for LaSall▇ ▇▇▇k National Association, as Trustee for the Holders of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-eight hours Through Certi▇▇▇▇▇▇s, ▇▇▇▇▇s 2004-IQ8, and the holder of receipt the Serviced Companion Loan, as its interest may appear" (collectively, or individually, as the case may be the "Certificate Account"). The Master Servicer shall maintain the Certificate Account with respect to all of the Mortgage Loans. On or prior to the Collection Account all Collections collected during Closing Date, the Collection Period. Chase USA has requested thatMaster Servicer shall open, so long or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "Wells Fargo Bank, National Association, as it is acting Master Servicer for LaSall▇ ▇▇▇k National Association, as Trustee for the Holders of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certi▇▇▇▇▇▇s, ▇▇▇▇▇s 2004-IQ8, and the holder of the Serviced Companion Loan, as its interest may appear" (collectively, or individually, as the Servicercase may be, the "Interest Reserve Account"). The Master Servicer be permitted shall maintain the Interest Reserve Account with respect to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions all of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the ServicerMortgage Loans. (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 On or prior to the Payment following such depositdate the Master Servicer shall first deposit funds in the Certificate Account or the Interest Reserve Account, as the case may be, the Indenture Trustee, at Master Servicer shall give to the Paying Agent and the Trustee prior written direction notice of the Servicername and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause any depository institution holding the Certificate Account and the Interest Reserve Account to hold such accounts in the name of the Master Servicer as provided in Section 5.1(a), shall withdraw such amounts and pay them subject to the Servicer Master Servicer's (or (iiits Primary Servicer's or its Sub-Servicer's) the Servicer shall be deemed right to have purchased such Receivable pursuant to Section 4.6 as direct payments and investments and its rights of the last day of the Collection Period during which such error shall have occurredwithdrawal under this Agreement.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Obligors on the specific terms Receivables, all Insurance Proceeds, all Liquidation Proceeds, proceeds from any Dealer Liability, proceeds from any NITC Purchase Obligations and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilledproceeds from any Guaranties within two Business Days after receipt thereof. Accordingly, notwithstanding Notwithstanding the provisions of the first sentence of this Section 5.2foregoing, the Servicer shall not be required to remit such collections within such two Business Days but may remit collections received during a Monthly Period to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, Business Day immediately preceding the related Distribution Date but only for so long as (i) NFC is the Servicer, (ii) (x) the Servicer satisfies the requirements for monthly remittances established by the Rating Agencies initially rating the Securities, and upon the satisfaction of such requirements, the Rating Agencies which initially rated the Securities reaffirm the rating of the Securities at the level at which they would be rated if collections were remitted within two Business Days, or (y) the short-term certificate unsecured debt obligations of deposit ratings of the Servicer NFC are rated at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitch) and “A-1” + by Standard & Poor’s's Ratings Services and P-1 by ▇▇▇▇▇'▇ Investors Service, or the Rating Agency Condition is satisfied as a result of Collections being remitted on a monthlyInc., rather than daily, basis and (iiiii) a Servicer Default shall not have occurred and be continuing. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (iii) of the Servicer shall be Chase USA or JPMorgan Chase. Upon immediately preceding sentence that would require remittance within two Business Days by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to unless the Indenture Trustee and has received notice of such event or circumstance from the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by Seller or the Servicer on in an Officer's Certificate or from Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Notes as of the close of the preceding Distribution Date or from Certificateholders whose Certificates evidence not less the 25% of the Voting Interests thereof or unless a Responsible Officer in the Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2event or circumstance. For purposes of this Section 5.2 Article V the phrase “"payments made by or on behalf of the Obligors” " shall mean payments made by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested thatObligors on or in respect of the Receivables (other than, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentencecase of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. It is understood that such less frequent remittances may be made only on Notwithstanding the specific terms and conditions set forth below in this Section 5.2 and only foregoing, for so long as such terms (i) TMCC is the Servicer, (ii) either (a) TMCC's short-term unsecured debt is rated P-1 by Moody's and conditions A-1 by Standard & Poor's (so long as Moody's and Standard & Poor's are fulfilled. AccordinglyRating Agencies), notwithstanding or (b) certain arrangements are made that are acceptable to the provisions Rating Agencies and (iii) no Servicing Default or Event of Default shall have occurred and be continuing (collectively, the first sentence of this Section 5.2"Monthly Remittance Conditions"), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in Automated Clearinghouse Corporation next-day funds or respect of the related Collection Period to the Collection Account in immediately available funds no later than 11:00 a.m., New York City time, funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on the Deposit Date, but only which any Monthly Remittance Condition ceases to be satisfied and for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 any Monthly Remittance Conditions is not satisfied, all collections then held by Moody’s, “F1” by Fitch (if 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 Chase USA immediately deposited into the Collection Account and all future collections on or JPMorgan Chase. Upon remittance in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer of Collections to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, 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 5.06(a)(ii). Commencing with the preceding sentencefirst day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Paying Agent Servicer shall provide written notice be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the Owner Trustee no later than 11 a.m.failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if may utilize an alternative collection or Payment Ahead remittance schedule (which may be the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made remittance schedule previously utilized prior to the Collection Account pursuant to this Section 5.2. For purposes failure of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrarysuch Monthly Remittance Condition), if the Servicer inadvertently deposits amounts provides to the Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that it mistakenly believes are Collections resulting such alternative remittance schedule will not result in the payment in full of a Receivablequalification, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction reduction or withdrawal of the Servicer, shall withdraw such amounts and pay them rating then assigned to any Class of Notes or the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurredCertificates.

Collections. (ai) The On or prior to the Closing Date, initial Servicer shall remit daily have established and shall maintain thereafter the following system of collecting and processing Collections of Receivables. Servicer shall direct the Obligors to make payments of Receivables only (A) by check mailed to the Post Office Box (such payments, upon receipt in such Post Office Box being referred to herein as “Mail Payments”), (B) by cash, credit card or check delivered in person or by phone at retail stores or other business locations of initial Servicer (such payments, upon receipt by such stores, being referred to herein as “In-Store Payments”), (C) by third party money wire transfer, ACH or other ▇▇▇▇ pay service that provides for the electronic deposit of funds into an account of the Servicer on behalf of Obligors, (D) by utilizing the Servicer’s Webpay portal; or (E) by cash, credit card or check delivered in person or by phone or by an agent of Conn Appliances at a service center of Conn Appliances or, in the case of certain delinquent accounts, to employees of Conn Appliances operating out of a service center of Conn Appliances or Servicer (such payments, upon receipt by the service center, being referred to herein as “Field Collections”). Notwithstanding anything to the contrary in this Section 2.02(c), any Successor Servicer shall collect and process Collections of Receivables in any manner that is in accordance with the servicing standard set forth herein. (ii) Servicer’s right of access to the Post Office Box and the Collection Account shall be revocable at the option of Trustee as designee of the Receivables Trust (acting in its own discretion or at the direction of the Required Noteholders) upon the occurrence of any Default, Event of Default or Servicer Default. In addition, after the occurrence of any Default, Event of Default or Servicer Default, Servicer agrees that it shall, upon the written request of Trustee, notify all Obligors under Receivables to make payment thereof to (i) one or more bank accounts and/or post-office boxes designated by Trustee and specified in such notice or (ii) any Successor Servicer appointed hereunder. The Trustee may, and shall at the request of the Required Noteholders, if any Default, Event of Default or Servicer Default has occurred, require the Servicer to establish a lockbox account pursuant to a lockbox agreement acceptable to the Trustee, and with notice to the Notice Person, to direct all Obligors under Receivables to make payments to such lockbox account. (iii) Servicer shall remove or cause all Mail Payments to be removed from the Post Office Box by the close of business on each Business Day. Servicer shall process all such Mail Payments and all Field Collections on the date received by recording the amount of the payment received from the Obligor and the applicable account number. Subject to Section 5.4(a) of the Indenture, no later than the close of business on the second Business Day following the date on which Mail Payments are received in the Post Office Box or Field Collections are received by Servicer, Servicer shall deposit or cause such Mail Payments and such Field Collections to be deposited in the Collection Account. Subject to Section 5.4(a) of the Indenture, the Retailer and Servicer shall cause all In-Store Payments to be (A) processed as soon as possible after such payments are received by the Retailer or Servicer but in no event later than the Business Day after such receipt, and (B) deposited in the Collection Account no later than two Business Days following the date of such receipt. Subject to Section 5.4(a) of the Indenture, Servicer shall deposit all Recoveries into the Collection Account within forty-eight hours two Business Days after the date of its receipt of such Recoveries. (iv) [Reserved]. (v) All Collections received by Servicer in respect of Receivables will, pending remittance to the Collection Account all as provided herein, be held by Servicer in trust for the exclusive benefit of Trustee (on behalf of the Receivables Trust) and shall not, unless otherwise permitted by the Servicer Transaction Documents, be commingled with any other funds or property of any Originator, Depositor or Servicer except as otherwise permitted in a ccordance with Section 5.4 of the Indenture. Only Collections collected during shall be deposited in the Collection PeriodAccount. Chase USA has requested that, so long as it is acting as The Servicer may cause to be withdrawn from the ServicerCollection Account such amounts that have been deposited into the Collection Account in error not representing Collections or other proceeds of the Trust Estate and any amounts that are deposited by Servicer that relate to checks rejected by the Obligor’s bank for insufficient funds. (vi) Each of Depositor, the Receivables Trust, Issuer and Servicer be permitted hereby irrevocably waive any right to make remittances set off against, or otherwise deduct from, any Collections. (vii) The Receivables Trust, Issuer and initial Servicer hereby transfer, assign, pledge, set over and convey to Trustee all of Collections on a less frequent basis than that specified their right, title and interest in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the ServicerTrust Accounts. (bviii) Notwithstanding anything All payments or other amounts collected or received by Servicer in this Agreement respect of a Receivable shall be applied to the contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full Outstanding Receivables Balance of a such Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.

Collections. (a) The On or prior to the Closing Date, the Master Servicer shall remit daily within forty-eight hours of receipt open, or cause to the Collection Account all Collections collected during the Collection Period. Chase USA has requested thatbe opened, so long as it is acting as the Servicerand shall thereafter maintain, the Servicer or cause to be permitted to make remittances of Collections on maintained, a less frequent basis than that specified separate account or accounts, which accounts must be Eligible Accounts, in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long name of “Bank of America, National Association, as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Master Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of U.S. Bank National Association, as Trustee for the Obligorsbenefit of the Holders of M▇▇▇▇▇ S▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C5” shall mean payments made by Persons other than (the Seller or the Servicer“Collection Account”). (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 On or prior to the Payment following date the Master Servicer shall first deposit funds in a Collection Account, the Master Servicer shall give to the Certificate Administrator and the Trustee prior written notice of the name and address of the depository institution at which such account is maintained and the account number of such account. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Collection Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer’s (or its Sub-Servicer’s) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) On the Closing Date, the Depositor shall deliver to the Master Servicer the Initial Deposit and the Master Servicer shall deposit into the Collection Account the Initial Deposit on that date. The Master Servicer shall deposit, or cause to be deposited, into the Indenture TrusteeCollection Account on the Business Day following receipt of properly identified funds, at the written direction of the Servicer, shall withdraw such following amounts and pay them received by it (including amounts remitted to the Master Servicer or (ii) by the Special Servicer shall be deemed to have purchased such Receivable from an REO Account pursuant to Section 4.6 as 9.14), other than in respect of interest and principal on the last day Mortgage Loans, any Serviced Companion Loan or any B Note due on or before the Cut-Off Date, which shall be remitted to the Depositor: (A) Principal: all payments on account of principal, including Principal Prepayments, the Collection Period during principal component of Scheduled Payments, and any Late Collections in respect thereof, on the Mortgage Loans, any Serviced Companion Loan and any B Note; (B) Interest: all payments on account of interest on the Mortgage Loans, any Serviced Companion Loan and any B Note (minus any portion of any such payment that is allocable to the period prior to the Cut-Off Date which such error shall have occurred.be remitted to the Depositor and excluding Interest Reserve Amounts to be deposited in the Interest Reserve Account pursuant to Section 5.3 below);

Collections. (a) The Servicer shall remit daily within forty-eight hours two Business Days of receipt thereof to the Collection Account all Collections payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Collection Period. Chase USA has requested that, so long as it is acting as Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by Moody’s and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m.immediately. Pending deposit thereof into the Collection Account, New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are may use or invest collections at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitch) its own risk 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 for its own benefit and (ii) the Servicer shall be Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2need not segregate collections from its own funds. For purposes of this Section 5.2 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 the Seller Servicer or the ServicerDepositor. (b) Notwithstanding anything The Servicer will be entitled to be reimbursed from amounts on deposit in this Agreement the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the contrary, if Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer inadvertently deposits of such amounts that it mistakenly believes are Collections resulting in and the payment in full provision of a Receivable, and (i) the Servicer discovers its error prior such information to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as Obligors on or in respect of the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Receivables (excluding payments on the specific terms Warranty Receivables or the 40 (Nissan 2015-A Sale and conditions set forth below in this Section 5.2 Servicing Agreement) Administrative Receivables) and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no all Net Liquidation Proceeds not later than 11:00 a.m., New York City time, on the Deposit 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 (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2second Business Day after identification thereof. For purposes of this Section 5.2 Article V, the phrase “payments made received by or on behalf of the Obligors” shall mean payments made by Persons other than the Seller or Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) Notwithstanding anything in this Agreement The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the contrary, if definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in an Officer’s Certificate or from the payment Holders of Notes evidencing not less than 25% in full principal amount of the Outstanding Amount of the Notes, or a Receivable, and 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 Servicer discovers its error prior to the Payment following such depositOwner Trustee, the Indenture TrusteeTrustee and each Rating Agency written notice, at as soon as practical after the written direction occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the Servicer, shall withdraw such amounts failure of any Monthly Remittance Condition (and pay them to any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 Monthly Remittance Condition is not satisfied as of the last day of Closing Date, no such notice shall be required in connection therewith). 41 (Nissan 2015-A Sale and Servicing Agreement) (d) Notwithstanding the Collection Period during foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which such error may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have occurredbeen satisfied with respect to such alternative remittance schedule.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so So long as it no Event of Default has occurred and is acting as the Servicercontinuing, the Facility Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” Borrower) shall mean (as directed pursuant to the first paragraph of this Section 2.08) instruct the Account Bank to transfer Collections held by the Account Bank in the Collection Account, in accordance with the Payment Date Report, and shall instruct the Administrative Agent to distribute such funds to the following Persons in the following amounts, calculated as of the most recent Determination Date, subject to the minimum balance requirement included in the Account Control Agreement, in the following order and priority, with respect to Collections: (i) first, to the Borrower for payment of Borrower Taxes, registration and filing fees and operating expenses then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that transfers from the Account Bank for registration and filing fees and operating expenses payable pursuant to this clause (i) shall not, individually or in the aggregate, exceed (A) $75,000 in any calendar quarter and (B) $200,000 in any calendar year; (ii) second, to the Administrative Agent for the ratable distribution to the Administrative Agent and the Collateral Custodian in payment in full for all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters and Schedule XI; (iii) third, to the Facility Servicer in payment in full for all accrued fees, expenses and indemnities due and payable to the Facility Servicer hereunder or under any other Transaction Document and under the Fee Letters; (iv) fourth, to the Administrative Agent for the ratable distribution to the Lenders in payment in full for all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters; (v) fifth, to the Administrative Agent for distribution to each Lender to pay such Lender’s Pro Rata Share of accrued and unpaid interest owing to such Lender under this Agreement (including any such accrued and unpaid interest or fees from a prior period); (vi) sixth, if no Event of Default or Cash Trap Event has occurred and is continuing, to the Borrower or as the Borrower may direct (including to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the lesser of (a) an amount equal to the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and to avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its Affiliates) as specified in the Servicing Report delivered pursuant to Section 8.08(a) for the most recent Reporting Date and (b) the amount by which Interest Collections exceed the required payments made by Persons and distributions in clauses (a)(i) through (a)(iv) inclusive; (vii) seventh, first to the Administrative Agent and the Collateral Custodian for any amounts not paid pursuant to clause (ii) above and second, to the Administrative Agent for distribution to each other Secured Party to pay any other Obligations (other than the Seller or principal of the Servicer.Advances) that are then due and owing to such Secured Party; (bviii) Notwithstanding anything in this Agreement eighth, if a Cash Trap Event has occurred and is continuing, to the contraryAdministrative Agent for distribution to each Lender to repay such Lender’s Pro Rata Share of the Advances Outstanding until (A) if such Cash Trap Event arises under clause (a) of the definition thereof, the Advances Outstanding are repaid to an amount where LTV, when recalculated giving effect to such repayment, is equal to the applicable Maximum Quarterly LTV Percentage at the time of such Payment Date or (B) if such Cash Trap Event arises under clauses (b), (c) or (d) of the definition thereof, the Advances Outstanding are paid in full (it being understood that such amount may be only a portion of the outstanding amount with respect to the Advances); and (ix) ninth, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in no Cash Trap Event has occurred and is continuing or would result after giving effect to the payment in full of a Receivableunder this clause (vii), and (i) the Servicer discovers its error prior to the Borrower or as the Borrower may direct (including to make a Restricted Junior Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer Holdings or (ii) the Servicer shall be deemed for Holdings to have purchased such Receivable pursuant make a Restricted Junior Payment to Section 4.6 as of the last day of the Collection Period during which such error shall have occurredits member or members).

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as Obligors on or in respect of the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Receivables (excluding payments on the specific terms Warranty Receivables or the Administrative Receivables) and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no all Net Liquidation Proceeds not later than 11:00 a.m., New York City time, on the Deposit 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 (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2second Business Day after identification thereof. For purposes of this Section 5.2 Article V, the phrase “payments made received by or on behalf of the Obligors” shall mean payments made by Persons other than the Seller or Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to 40 (Nissan 2014-B Sale and Servicing Agreement) the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) Notwithstanding anything in this Agreement The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the contrary, if definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in an Officer’s Certificate or from the payment Holders of Notes evidencing not less than 25% in full principal amount of the Outstanding Amount of the Notes, or a Receivable, and 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 Servicer discovers its error prior to the Payment following such depositOwner Trustee, the Indenture TrusteeTrustee and each Rating Agency written notice, at as soon as practical after the written direction occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the Servicer, shall withdraw such amounts failure of any Monthly Remittance Condition (and pay them to any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 Monthly Remittance Condition is not satisfied as of the last day of Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the Collection Period during foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which such error may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have occurredbeen satisfied with respect to such alternative remittance schedule.

Collections. (a) The On or prior to the Closing Date, the Master Servicer shall remit daily within fortyopen, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "Wells Fargo Bank, National Association, as Master Servicer for LaSalle ▇▇▇▇ National Association, as Trustee for the Holders of Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-eight hours of receipt T▇▇▇▇▇▇ Certificates, Series 2005-TOP18" (the "Certificate Account"). On or prior to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the ServicerClosing Date, the Master Servicer shall open, or cause to be permitted opened, and shall maintain, or cause to make remittances of Collections on a less frequent basis than that specified be maintained an additional separate account or accounts in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on name of "Wells Fargo Bank, National Association, as Master Servicer for LaSalle ▇▇▇▇ National Association, as Trustee for 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. AccordinglyHolders of Bear Stearns Commercial Mortgage Securities Inc., notwithstanding Commercial Mortgage Pass-T▇▇▇▇▇▇ Certificates, Series 2005-TOP18" (the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer"Interest Reserve Account"). (b) Notwithstanding anything in this Agreement On or prior to the contrarydate the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, if as the case may be, the Master Servicer inadvertently deposits amounts that it mistakenly believes shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are Collections resulting maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the payment name of the Master Servicer as provided in full Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of a Receivablewithdrawal under this Agreement. (c) On the Closing Date, the Master Servicer shall deposit the Initial Deposit delivered to it by the Depositor on that date into the Certificate Account. The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (iIII) shall, rather than deposit them in the Servicer discovers its error prior Certificate Account, directly remit the Excess Servicing Fees to the Payment following such deposit, holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the Indenture Trustee, at the written direction applicable holder of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.excess servicing rights)):

Collections. (a) The Servicer shall remit daily within forty-eight hours two Business Days of receipt thereof to the Collection Account all Collections payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Collection Period. Chase USA has requested that, so long as it is acting as Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) there exists no Insurer Default, (iv) the Servicer's (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital's obligations acceptable to the Rating Agencies and the Security Insurer, then the Representative's) short term obligations are rated at least A-1 by Standard & Poor's and P-1 by Moody's and (v) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (v) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m.immediately. Pending deposit thereof into the Collection Account, New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are may use or invest collections at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitch) its own risk 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 for its own benefit and (ii) the Servicer shall be Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2need not segregate collections from its own funds. For purposes of this Section 5.2 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 the Seller Servicer or the ServicerSeller. (b) Notwithstanding anything The Servicer will be entitled to be reimbursed from amounts on deposit in this Agreement the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the contraryServicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Trustee and the Security Insurer as may be necessary in the opinion of the Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to Section 5.2(b), the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following receipt of which the Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 5.6(a)(i), or if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (iprior thereto has been reimbursed pursuant to Section 5.6(a)(i) the Servicer discovers its error prior to the Payment following such depositor Section 5.9, the Indenture Trustee, at the written direction of the Servicer, Trustee shall withdraw withhold such amounts and pay them from amounts otherwise distributable to the Servicer or (ii) on the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurrednext succeeding Distribution Date.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as Obligors on or in respect of the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Receivables (excluding payments on the specific terms Warranty Receivables or the Administrative Receivables) and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no all Net Liquidation Proceeds not later than 11:00 a.m., New York City time, on the Deposit 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 (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2second Business Day after identification thereof. For purposes of this Section 5.2 Article V, the phrase “payments made received by or on behalf of the Obligors” shall mean payments made by Persons other than the Seller or Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) Notwithstanding anything in this Agreement The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the contrary, if definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in an Officer’s Certificate or from the payment Holders of Notes evidencing not less than 25% in full principal amount of the Outstanding Amount of the Notes, or a Receivable, Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. 42 (Nissan 2015-C Sale and Servicing Agreement) (c) The Servicer shall give (i) the Servicer discovers its error prior to the Payment following such depositOwner Trustee, the Indenture TrusteeTrustee and each Rating Agency written notice, at as soon as practical after the written direction occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the Servicer, shall withdraw such amounts failure of any Monthly Remittance Condition (and pay them to any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 Monthly Remittance Condition is not satisfied as of the last day of Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the Collection Period during foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which such error may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have occurredbeen satisfied with respect to such alternative remittance schedule.

Collections. (a) The Subject to the provisions of subsection (b) below, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account (i) all payments by or on behalf of the Obligors (including, subject to the next two sentences, Payaheads on the Receivables, but excluding payments with respect to Purchased Receivables and amounts included in the Supplemental Servicing Fee), including amounts treated as collections on Balloon Payment Receivables and Final Payment Receivables pursuant to Section 3.2(d) and (ii) all Liquidation Proceeds and all Recoveries, received by the Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Day after receipt thereof. Collections collected during of Payaheads shall be deposited in the Collection PeriodAccount, pursuant to the preceding sentence for purposes of administrative convenience only, pending determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(e)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and such amounts shall not be transferred to the Collection Account until due. Chase USA has requested thatMMCA, for so long as it is acting as the Servicer, the Servicer be permitted to may make remittances of Collections collections on a less frequent basis than that specified in the immediately preceding sentenceparagraph. 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 4.2(a) and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.24.2(a), the Servicer shall remit such collections received during a Collection Period to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, Business Day prior to the related Payment Date but only for so long as each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (i) which may include the short-term certificate of deposit ratings remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from the Rating Agencies that such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitch) ratings then assigned to the Notes and “A-1” by Standard & Poor’s, the Certificates. The Owner Trustee or the Rating Agency Condition is satisfied as a result Indenture Trustee shall not be deemed to have knowledge of Collections being remitted on a monthly, rather than daily, basis and any event or circumstance under clauses (ii) or (iii) of the Servicer shall be Chase USA or JPMorgan Chase. Upon definition of Monthly Remittance Condition that would require daily remittance by the Servicer of Collections to the Collection Account pursuant to unless the preceding sentence, the Paying Agent shall provide written notice to Owner Trustee or the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on has received notice of such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than event or circumstance from the Seller or the ServicerServicer in an Officer's Certificate or written notice from the Holders of Notes evidencing not less than 25% of the principal balance of the then outstanding Notes or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer in the Corporate Trust Office with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. (b) 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 In those cases where a subservicer is servicing a Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed cause the subservicer to have purchased such Receivable pursuant remit to Section 4.6 as of the last day of the Collection Period during which such error shall have occurredAccount, as soon as practicable, but in no event after the close of business on the second Business Day after receipt thereof by the subservicer (but subject to the provisions of Section 4.2(a)) the amounts referred to in Section 4.2(a) in respect of a Receivable being serviced by the subservicer.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as Obligors on or in respect of the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Receivables (excluding payments on the specific terms Warranty Receivables or the Administrative Receivables) and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no all Net Liquidation Proceeds not later than 11:00 a.m., New York City time, on the Deposit 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 (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2second Business Day after identification thereof. For purposes of this Section 5.2 Article V, the phrase “payments made received by or on behalf of the Obligors” shall mean payments made by Persons other than the Seller or Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) Notwithstanding anything in this Agreement The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the contrary, if definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in an Officer’s Certificate or from the payment Holders of Notes evidencing not less than 25% in full principal amount of the Outstanding Amount of the Notes, or a Receivable, Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. 42 (Nissan 2015-B Sale and Servicing Agreement) (c) The Servicer shall give (i) the Servicer discovers its error prior to the Payment following such depositOwner Trustee, the Indenture TrusteeTrustee and each Rating Agency written notice, at as soon as practical after the written direction occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the Servicer, shall withdraw such amounts failure of any Monthly Remittance Condition (and pay them to any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 Monthly Remittance Condition is not satisfied as of the last day of Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the Collection Period during foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which such error may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have occurredbeen satisfied with respect to such alternative remittance schedule.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as Obligors on or in respect of the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Receivables (excluding payments on the specific terms Warranty Receivables or the Administrative Receivables) and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no all Net Liquidation Proceeds not later than 11:00 a.m., New York City time, on the Deposit 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 (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2second Business Day after identification thereof. For purposes of this Section 5.2 Article V, the phrase “payments made received by or on behalf of the Obligors” shall mean payments made by Persons other than the Seller or Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) Notwithstanding anything in this Agreement The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the contrary, if definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in an Officer’s Certificate or from the payment Holders of Notes evidencing not less than 25% in full principal amount of the Outstanding Amount of the Notes, or a Receivable, and 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 Servicer discovers its error prior to the Payment following such depositOwner Trustee, the Indenture TrusteeTrustee and each Rating Agency written notice, at as soon as practical after the written direction occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the Servicer, shall withdraw such amounts failure of any Monthly Remittance Condition (and pay them to any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 Monthly Remittance Condition is not satisfied as of the last day of Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the Collection Period during foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which such error may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Rating Agency Condition shall have occurredbeen satisfied with respect to such alternative remittance schedule.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long Except as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2provided below, the Servicer shall remit such collections to deposit ----------- all Collections in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in Automated Clearinghouse Corporation next-day funds no event later 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, 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 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 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 in immediately available funds no later than 11:00 a.m., New York City time, on or as otherwise provided in the Deposit Date, but only Supplement for so long as (i) the short-term certificate any Series of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan ChaseCertificates with respect to such Series. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if for so long as, and only so long as, the Transferor shall remain the Servicer inadvertently deposits amounts hereunder, and (a)(i) the Servicer provides to the Trustee a letter of credit covering risk collection of the Servicer, and (ii) the Transferor shall not have received a notice from any Rating Agency that it mistakenly believes are Collections resulting such a letter of credit would result in the payment lowering of such Rating Agency's then-existing rating of the Investor Certificates, or (b) the Servicer shall have and maintain a certificate of deposit or short-term deposit rating of "P-1" by Moody's and of "A-1" by Standard & Poor's, the Servicer need not deposit Collections into the Collection Account, the Principal Account, the Finance Charge Account, the Excess Funding Account or any Series Account, as provided in full any Supplement, or make payments to the Holder of a Receivablethe Transferor Certificate 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 this paragraph. 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, the Excess Funding Account or any Series Account, as provided in any Supplement, (i) the Servicer discovers its error will only be required to deposit Collections from the Collection Account into the Finance Charge Account, the Principal Account, the Excess Funding Account or any Series Account in an amount equal to the lesser of (x) the amount required to be deposited into any such deposit account pursuant to the terms of this Agreement or any Supplement and (y) the amount required to be distributed on or prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them related Distribution Date to Investor Certificateholders or to any Credit Enhancement Provider pursuant to the Servicer 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 (i) above, the Servicer shall will be deemed permitted to have purchased such Receivable pursuant to Section 4.6 as of withdraw the last day of excess from the Collection Period during which such error shall have occurredAccount.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2On each Deposit Date, the Servicer shall apply all Collections released to the Purchaser pursuant to the Purchase Agreement and all amounts paid by the Seller pursuant to Section 2.04(a) and 2.04(b) hereof (i) first, to pay the Purchase Price then owing by the Purchaser hereunder on such date, (ii) second, if such date is a Settlement Date, to pay the accrued and unpaid interest on the Deferred Purchase Price for the most recently ended calendar month (as provided in Section 2.03(c)), and (iii) third, to prepay in whole or in part the principal amount of the Deferred Purchase Price. The Servicer shall, on or before each Settlement Date, deposit into an account of the Purchaser or the Purchaser's assignee all remaining Collections of Transferred Receivables (if any) then held by the Servicer (but only to the extent such Collections have not been previously applied to purchase new Receivables hereunder or to pay the Deferred Purchase Price). (b) In the event that the Seller believes that collections which are not Collections of Transferred Receivables have been deposited into an account of the Purchaser or the Purchaser's assignee, the Seller shall so advise the Purchaser and, on the Business Day following such identification to the Purchaser's reasonable satisfaction, the Purchaser shall instruct the Servicer to remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately Seller. (c) On each Settlement Date, the Purchaser shall, to the extent Collections are available funds no later than 11:00 a.m.for such purpose under the Purchase Agreement and are not required to pay the Purchase Price for any Receivables purchased hereunder, New York City time, pay to the Seller accrued interest on the Deposit Date, but only for so long as Deferred Purchase Price; provided that each such payment shall be made solely from (i) Collections of Transferred Receivables after all other amounts then due from the short-term certificate of deposit ratings of Purchaser under the Purchase Agreement have been paid in full and all amounts then required to be set aside by the Purchaser or the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitch) and “A-1” by Standard & Poor’s, under the Purchase Agreement have been so set aside or the Rating Agency Condition is satisfied as a result of Collections being remitted on a monthly, rather than daily, basis and (ii) excess cash flow from operations of the Servicer Purchaser which is not required to be applied to the payment of any Senior Obligations; and provided, further that no such payment shall be Chase USA or JPMorgan Chasemade at any time when an Event of Termination shall have occurred and be continuing. Upon remittance by At such time following the Servicer of Collections to the Collection Account pursuant to the preceding sentenceTermination Date when all Senior Obligations shall have been paid in full, the Paying Agent Purchaser shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City timeapply, on each Deposit Date, setting forth the amounts remitted all Collections of Transferred Receivables received by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (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 (ii) the Servicer shall be deemed to have purchased such Receivable Purchaser pursuant to Section 4.6 as 2.03(a) (and not previously distributed) first to the payment of accrued interest on the Deferred Purchase Price, and then to the reduction of the last day principal amount of the Collection Period during which such error shall have occurredDeferred Purchase Price.

Collections. (a) The Servicer shall remit daily within forty-eight hours two Business Days of receipt thereof to the Collection Account all Collections collected funds received from payments by or on behalf of the Obligors with respect to the Receivables, and all Liquidation Proceeds and Recoveries, both as collected during the Collection Period. Chase USA has requested thatNotwithstanding the foregoing, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms (i) the Bank is the Servicer, (ii) no Event of Servicing Termination shall have occurred and conditions are fulfilled. Accordinglybe continuing, notwithstanding (iii) the provisions long-term unsecured debt obligations of the first sentence Bank are rated at least A3 by Moody's and A- by Standard & Poor's, (iv) the short-term unsecured debt obligations of this Section 5.2the Bank are rated at least P-1 by Moody's and A1 by Standard & Poor's, and (v) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit related Transfer 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 (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 Article IV the phrase “"payments made by or on behalf of the Obligors” " shall mean payments made with respect to the Receivables by Persons other than the Servicer, the Seller or the ServicerDepositor. (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 (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of All collections for the Collection Period during which shall be applied by the Servicer as follows: with respect to each Receivable (other than a Purchased Receivable), payments by or on behalf of the Obligor shall be applied first to reduce Outstanding Advances as described in Section 4.8(a). Next, any excess shall be applied, in the case of Actuarial Receivables, to the Scheduled Payment and, shall be applied in the case of Simple Interest Receivables, to interest and principal in accordance with the Simple Interest Method. With respect to Actuarial Receivables, any remaining excess shall be added to the Payahead Balance, and shall be applied to prepay the Actuarial Receivable, but only if the sum of such error excess and the previous Payahead Balance shall have occurredbe sufficient to prepay the Actuarial Receivable in full. Otherwise, any such remaining excess payments shall constitute a Payahead and shall increase the Payahead Balance. (c) All Liquidation Proceeds shall be applied by the Servicer to the related Receivable in accordance with the Servicer's customary servicing procedures.

Collections. (a) On or prior to the Closing Date, the Borrower and the Servicer shall have established and shall maintain thereafter the following system of collecting and processing Collections of Receivables: The Obligors shall be instructed to make payments of Receivables only (i) by check, draft or money order mailed to a Lock-Box listed on Schedule 8.12 (such payments, upon receipt in such a Lock-Box, being referred to herein as “Mail Payments”), or (ii) by wire transfer, SWIFT, ACH or other electronic payment to a Lock-Box Account. (b) On or prior to the Closing Date, the Administrator shall have received a Lock-Box Agreement with respect to each Lock-Box Account. The Servicer’s right of access to any Lock-Box Account shall be revocable upon notice from the Administrator following the occurrence and during the continuance of a Servicer Event of Default, an Event of Default or an Incipient Bankruptcy (it being understood that an Incipient Bankruptcy shall not, in and of itself, lead to the Commitment Termination Date). In addition, after the occurrence and during the continuance of any Servicer Event of Default or an Event of Default, the Servicer agrees that it shall, upon the written request of all of the Administrator, notify all Obligors under Receivables to make payment thereof to (i) one or more bank accounts and/or post-office boxes designated by the Administrator and specified in such notice or (ii) any successor Servicer appointed hereunder. Neither the Administrator nor the Lender shall, inter alia, (x) take any action under Lock-Box Agreement or (y) deliver any notice to any Obligor, absent the existence of a Servicer Event of Default or an Event of Default. (c) The Servicer shall remit daily within fortydirect each applicable depository or lockbox bank pursuant to a Lock-eight hours Box Account Agreement to remove all Mail Payments from each Lock-Box by the close of receipt to business on each Business Day and deposit the Collection Account all Collections collected during the Collection Periodsame into a Lock-Box Account. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit process all such collections to the Collection Account Mail Payments, and all other payments received in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City timeany form, on the Deposit Datedate such payment is received, but only for so long as (i) by recording the short-term certificate of deposit ratings amount of the Servicer are at least P-1 payment received from the Obligor and the applicable account or invoice number. (d) All Collections received by Moody’s, “F1” by Fitch (if rated by Fitch) and “A-1” by Standard & Poor’s, any Originator or the Rating Agency Condition is satisfied as Servicer in respect of Receivables will, pending remittance to a result of Collections being remitted on a monthlyLock-Box Account, rather than daily, basis and (ii) be held by such Originator or the Servicer shall be Chase USA or JPMorgan Chase. Upon remittance by in trust for the Servicer exclusive benefit of Collections to the Collection Account pursuant to the preceding sentenceAdministrator, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” Secured Parties, and shall mean payments made by Persons not be commingled with any other than the Seller funds or property of any Originator or the Servicer. (be) Notwithstanding anything in this Agreement to the contrary, if The Borrower and the Servicer inadvertently deposits amounts that it mistakenly believes are hereby irrevocably waive any right to set-off or otherwise deduct any amount owing by or to them from any Collections resulting received by them prior to remittance thereof in accordance with this Agreement. (f) In performing its duties and obligations hereunder, the payment Servicer (i) shall not impair the rights of the Borrower or the Administrator, on behalf of the Secured Parties, in full any Receivable, (ii) shall not amend the terms of any Receivable other than in accordance with the Credit and Collection Policy and this Agreement, (iii) shall not release any goods securing a ReceivableReceivable from the lien created by such Receivable except as specifically provided for herein, and (iiv) shall be entitled to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any goods securing such Receivable. In the event that the Servicer discovers shall breach any of its error prior to the Payment following such depositcovenants set forth in clause (i), the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) or (iii) of this Section 11.2.3(f), the Servicer shall pay the Unpaid Balance of each Receivable affected thereby on the Distribution Date following the Calculation Period in which such event occurs. For the purposes of Section 11.7 hereof, the Servicer shall not be deemed to have purchased breached its obligations under this Section 11.2.3(f) unless it shall fail to make such payment with respect to any Receivable pursuant affected by the Servicer’s noncompliance with clause (i), (ii) or (iii) of this Section 11.2.3(f) on such Distribution Date. (g) All payments or other amounts collected or received by the Servicer in respect of a Receivable shall be applied to Section 4.6 as the Unpaid Balance of the last day of the Collection Period during which such error shall have occurredReceivable.

Collections. (ai) The Servicer shall remit daily within forty-eight hours administer Collections in accordance with the provisions of receipt this Section 2.7. Approved Investors shall be instructed to pay proceeds from the sale of Mortgage Loans into the Collection Account, and such amounts may be released in accordance with the procedures set forth in Section 3.3 hereof. (ii) The Servicer acknowledges that Collections and/or other Collateral Proceeds received by it with respect to any Mortgage Asset belong to the Borrower and have been pledged to the Administrative Agent, on behalf of the Lenders. From such Collections and/or other Collateral Proceeds, the Servicer, on behalf of the Borrower, shall deposit amounts necessary to make payments on the following Settlement Date (or end of the related Interest Period) pursuant to Section 2.7(c)(iii) or (iv), as applicable, into the Collection Account all Collections collected no later than such Settlement Date or at the end of such Interest Period, or, on or after the Drawdown Termination Date or upon the occurrence and during the Collection Period. Chase USA has requested thatcontinuation of an Event of Default, so long as it is acting as within one Business Day after receipt by the Servicer. Until deposited into the Collection Account, the Servicer be permitted may commingle Collections and other Collateral Proceeds with its own funds and use such funds for its own business purposes. (iii) Prior to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2Drawdown Termination Date, the Servicer shall remit such collections to withdraw funds from the Collection Account (to the extent of collected funds therein) and shall make payments from the Collection Account at the following times and in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City timethe following order of priority: (A) To the extent not previously paid, on each Settlement Date, the Deposit Servicer shall deposit an amount equal to the costs, fees and expenses then due and payable to the Collateral Agent to an account designated by the Collateral Agent. (B) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or any Eurodollar Advance, the Servicer shall deposit an amount equal to accrued interest on such Advance, which amount shall be paid to the applicable Managing Agent’s Account for the related Lenders. On each Settlement Date, the Servicer shall deposit an amount equal to accrued interest on each Advance that bears interest at the Alternate Base Rate to the applicable Managing Agent’s Account. (C) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable pursuant to the related Fee Letter, on a pro rata basis, (i) to JPMorgan Chase, as a Managing Agent, to JPMorgan Chase’s Managing Agent’s Account, (ii) to Lloyds, as a Managing Agent, to Lloyds’ Managing Agent’s Account, (iii) to Calyon New York, as a Managing Agent, to Calyon New York’s Managing Agent’s Account and (iv) to the Administrative Agent, to the Administrative Agent’s Account. (D) On each Settlement Date on which the Required Reserve Account Amount exceeds the amount then on deposit in the Reserve Account, the Servicer shall deposit an amount equal to such excess to the Reserve Account. (E) On each Settlement Date, if the Group Banks in any Group have not consented to an extension of the Drawdown Termination Date, but only for the Group Banks in the other Groups have so long as (i) the shortconsented and such non-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitchextending Lenders have not assigned their respective Advances and Bank Commitments to one or more other Lenders in accordance with Section 2.1(b) and “A-1” by Standard & Poor’sSection 13.9, 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 Chase USA or JPMorgan Chase. Upon remittance by deposit an amount equal to the unpaid balance of all Principal Debt owing to the non-extending Lenders to the related Managing Agent’s Account. (F) To the extent not previously paid, on each Settlement Date, the Servicer shall deposit any amounts, other than those listed in clauses (A), (B) and (C) above and other than principal on the Advances, that are then due and payable and of Collections which the Servicer has received prior written notice, including without limitation additional costs under Section 2.16, any additional interest under Section 2.17, Consequential Losses under Section 2.18, indemnities under Section 10.1 and costs, expenses and taxes under Section 13.19, to the applicable Managing Agent’s Account. (G) On each Settlement Date, the Servicer shall withdraw from the Collection Account pursuant for its own account an amount equal to accrued Servicing Fee then due and payable. (iv) On the Drawdown Termination Date and thereafter, the Administrative Agent shall make payments from the Collection Account (to the preceding sentence, extent of collected funds therein) at the Paying Agent shall provide written notice to following times and in the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on following order of priority: (A) On each Deposit Settlement Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf Servicer is not one of the Obligors” Originators or an Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and payable shall mean payments made by Persons other than the Seller or be paid to the Servicer. (bB) Notwithstanding anything in this Agreement To the extent not previously paid, on each Settlement Date, an amount equal to the contrarycosts, fees and expenses then due and payable to the Collateral Agent shall be paid to an account designated by the Collateral Agent. (C) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or for any Eurodollar Advance, an amount equal to accrued interest on each such Advance shall be paid to the applicable Managing Agent’s Account. On each Settlement Date, an amount equal to accrued interest on Advances that bear interest at the Alternate Base Rate shall be paid to the applicable Managing Agent’s Account. (D) On each Settlement Date, an amount equal to the unpaid principal balance of all Advances made by Lenders shall be paid to the applicable Managing Agent’s Account. (E) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable pursuant to the related Fee Letter, on a pro rata basis, (i) to JPMorgan Chase, as a Managing Agent, to JPMorgan Chase’s Managing Agent’s Account, (ii) to Lloyds, as a Managing Agent, to Lloyds’ Managing Agent’s Account, (iii) to Calyon New York, as a Managing Agent, to Calyon New York’s Managing Agent’s Account and (iv) to the Administrative Agent, to the Administrative Agent’s Account. (F) To the extent not previously paid, on each Settlement Date, any amounts of the type described in Section 2.7(c)(iii)(F) are then due and payable and any other unpaid Obligations shall be paid to the applicable Managing Agent’s Account. (G) On the Settlement Date on which all Obligations are paid in full, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in is one of the payment in full Originators or an Affiliate of a Receivableone of the Originators, an amount equal to accrued Servicing Fee then due and (i) the Servicer discovers its error prior payable shall be paid to the Payment following Servicer. (v) Upon receipt of funds deposited into its Managing Agent’s Account, each Managing Agent shall distribute such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them funds to the Servicer Lenders in its Group or to itself for application to the Obligations in accordance with the order of priority set forth in Section 2.7(c)(iii) or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 iv), as of the last day of the Collection Period during which such error shall have occurredapplicable.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long Except as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2provided below, the Servicer shall remit such collections to deposit all Collections in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in Automated Clearinghouse Corporation next-day funds no event later 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, 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 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 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 in immediately available funds no later than 11:00 a.m., New York City time, on or as otherwise provided in the Deposit Date, but only Supplement for so long as (i) the short-term certificate any Series of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan ChaseCertificates with respect to such Series. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if for so long as, and only so long as, the Transferor shall remain the Servicer inadvertently deposits amounts hereunder, and (a)(i) the Servicer provides to the Trustee a letter of credit covering risk collection of the Servicer, and (ii) the Transferor shall not have received a notice from any Rating Agency that it mistakenly believes are Collections resulting such a letter of credit would result in the payment lowering of such Rating Agency's then-existing rating of the Investor Certificates, or (b) the Servicer shall have and maintain a certificate of deposit or short-term deposit rating of "P-1" by Moody's and of "A-1" by Standard & Poor's, the Servicer need not deposit Collections into the Collection Account, the Principal Account, the Finance Charge Account, the Excess Funding Account or any Series Account, as provided in full any Supplement, or make payments to the Holder of a Receivablethe Transferor Certificate 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 this paragraph. 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, the Excess Funding Account or any Series Account, as provided in any Supplement, (i) the Servicer discovers its error will only be required to deposit Collections from the Collection Account into the Finance Charge Account, the Principal Account, the Excess Funding Account or any Series Account in an amount equal to the lesser of (x) the amount required to be deposited into any such deposit account pursuant to the terms of this Agreement or any Supplement and (y) the amount required to be distributed on or prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them related Distribution Date to Investor Certificateholders or to any Credit Enhancement Provider pursuant to the Servicer 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 (i) above, the Servicer shall will be deemed permitted to have purchased such Receivable pursuant to Section 4.6 as of withdraw the last day of excess from the Collection Period during which such error shall have occurredAccount.

Collections. (a) The Obligors shall have been instructed to make all payments in respect of the Receivables to one of the Collection Accounts. Each of the Company and the Master Servicer represents, warrants and agrees that all Collections shall be collected, processed and deposited by it pursuant to, and in accordance with the terms of, the Pooling and Servicing Agreements. Without limiting the generality of the foregoing, the Master Servicer shall remit daily within forty-eight hours comply with the provisions of subsection 3.01(d) of the Pooling Agreement as to remittance ------------------ of funds available in any Collection Account or Master Collection Account. All Collections in the Collection Accounts or Master Collection Accounts shall be transferred to the applicable Company Concentration Accounts by no later than 12:30 p.m. London time on the next Business Day following the day of receipt of Collections in the Collection Accounts. In the event that any payments in respect of any Receivable are made directly to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Master Servicer or any Local Servicer, the Master Servicer be permitted or the Local Servicer shall, within one (1) Business Day of receipt thereof, deliver or deposit such amounts to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that appropriate currency Company Concentration Account and, prior to forwarding 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 5.2amounts, the Master Servicer or the Local Servicer shall remit hold such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the ServicerCompany. (b) Notwithstanding anything in this Agreement to the contrary, if the The Master Servicer inadvertently deposits shall administer amounts that it mistakenly believes are Collections resulting on deposit in the payment Collection Accounts and the Master Collection Accounts in full accordance with the terms hereof and in the Pooling and Servicing Agreements. The Trustee (at the direction of a Receivable, the Master Servicer) shall administer amounts on deposit in the Company Concentration Accounts in accordance with the terms of the Pooling and Servicing Agreements. Each of the Company and the Master Servicer acknowledges and agrees that (i) it shall not have any right to withdraw any funds on deposit in any Collection Account and the Servicer discovers its error prior Master Collection Account except pursuant to the Payment following such deposit, terms hereof and the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts Pooling and pay them to the Servicer or Servicing Agreements and (ii) all amounts deposited in any Company Concentration Account shall be under the sole dominion and control of the Trustee (in each case pursuant to the security interest granted by the Company under the Pooling Agreement), subject to the Master Servicer's rights to direct the applications and transfers of any such amounts as provided by the terms of any Pooling and Servicing Agreements, such directions to be included in the Daily Report. (c) If the Collections received in respect of a Receivable that is not set forth in a Daily Report can be identified by the Master Servicer within five (5) Local Business Days of receipt, the Master Servicer shall be deemed send written notice to have purchased the Trustee identifying such Receivable pursuant and setting forth the amount of Collections attributable to Section 4.6 as such Receivable. If the Trustee shall have received such written notice within five (5) Local Business Days of the last day Local Business Day on which such Collections have been deposited into a Collection Account, such Collections shall be transferred to the relevant Company Receipts Account by the Trustee. If the Collections received with respect to an Excluded Receivable can be identified by the Master Servicer immediately upon receipt of such Collections in any Collection Account, such Collections may be transferred to the relevant Company Receipts Account by the Trustee in accordance with the Daily Report, such transfers to be made in accordance with Section 3.01(d)(vii) of the Pooling Agreement. If the Collections with respect to such Excluded Receivable cannot be immediately identified by the Master Servicer upon receipt, such Collections shall be allocated as set forth in subsections 3.01(d), 3.01(e), 3.01(f), ------------------- ------- ------- 3.01(g) and 3.01(h) of the Pooling Agreement, as applicable. ------- ------- (d) The Master Servicer hereby agrees that if the Master Servicer can attribute a Collection Period during which to a specific Obligor and a specific Receivable, then such error collection shall have occurredbe applied to pay such Receivable of such Obligor; provided, however, that if the Master Servicer cannot attribute a -------- ------- Collection to a specific Receivable, then such Collection shall be applied to pay the Receivables of such Obligor in the order of maturity of such Receivables, beginning with the Receivable that has been outstanding the longest period of time and ending with the Receivable that has been outstanding the shortest period of time. (e) The Master Servicer shall procure the Forward Rates from the FX Counterparty or the Funding Agent in order to prepare the Daily Report and the Monthly Settlement Report and the Company shall procure the Spot Rates from the FX Counterparty or the Funding Agent in order to make the distributions from the Series Concentration Accounts set forth in Sections 3.01(d), (e), (f), (g) and (h) of the Pooling Agreement.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as Obligors on or in respect of the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Receivables (excluding payments on the specific terms Warranty Receivables or the Administrative Receivables) and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no all Net Liquidation Proceeds not later than 11:00 a.m., New York City time, on the Deposit 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 (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2second Business Day after identification thereof. For purposes of this Section 5.2 Article V, the phrase “payments made received by or on behalf of the Obligors” shall mean payments made by Persons other than the Seller or Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer. , (bii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything in this Agreement herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in will no longer be bound by the payment in full of a ReceivableMonthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. 40 (Nissan 2013-B Sale and Servicing Agreement) (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Servicer discovers its error prior to the Payment following such depositOwner Trustee, the Indenture TrusteeTrustee and each Rating Agency written notice, at as soon as practical after the written direction occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the Servicer, shall withdraw such amounts failure of any Monthly Remittance Condition (and pay them to any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 Monthly Remittance Condition is not satisfied as of the last day of Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the Collection Period during foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which such error may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have occurredbeen satisfied with respect to such alternative remittance schedule.

Collections. (a) The Subject to the provisions of subsection (b) below, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account (i) all payments by or on behalf of the Obligors (including, subject to the next two sentences, Payaheads on the Receivables and Rule of 78's Payments, but excluding payments with respect to Purchased Receivables and amounts included in the Supplemental Servicing Fee other than Rule of 78's Payments), including amounts treated as collections on Final Payment Receivables pursuant to Section 3.2(d) and (ii) all Liquidation Proceeds and all Recoveries, received by the Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Day after receipt thereof. Collections collected during of Payaheads and Rule of 78's Payments shall be deposited in the Collection PeriodAccount, pursuant to the preceding sentence for purposes of administrative convenience only, pending, with respect to Payaheads, determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(e)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and such amounts shall not be transferred to the Collection Account until due, and with respect to Rule of 78's Payments, determination of such payments, which payments upon determination shall be made to the Servicer, and the Trust shall not be entitled to such amounts. Chase USA has requested thatMMCA, for so long as it is acting as the Servicer, the Servicer be permitted to may make remittances of Collections collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 4.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.24.2, the Servicer shall remit such collections received during a Collection Period to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, Business Day prior to the related Payment Date but only for so long as each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (i) which may include the short-term certificate of deposit ratings remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from the Rating Agencies that such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitch) ratings then assigned to the Notes and “A-1” by Standard & Poor’s, the Certificates. The Owner Trustee or the Rating Agency Condition is satisfied as a result Indenture Trustee shall not be deemed to have knowledge of Collections being remitted on a monthly, rather than daily, basis and any event or circumstance under clauses (ii) or (iii) of the Servicer shall be Chase USA or JPMorgan Chase. Upon definition of Monthly Remittance Condition that would require daily remittance by the Servicer of Collections to the Collection Account pursuant to unless the preceding sentence, the Paying Agent shall provide written notice to Owner Trustee or the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on has received notice of such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than event or circumstance from the Seller or the ServicerServicer in an Officer's Certificate or written notice from the Holders of Notes evidencing not less than 25% of the principal balance of the then outstanding Notes or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or an Authorized Officer in the Corporate Trust Office with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. (b) 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 In those cases where a subservicer is servicing a Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed cause the subservicer to have purchased such Receivable pursuant remit to Section 4.6 as of the last day of the Collection Period during which such error shall have occurredAccount, as soon as practicable, but in no event after the close of business on the second Business Day after receipt thereof by the subservicer (but subject to the provisions of Section 4.2(a)) the amounts referred to in Section 4.2(a) in respect of a Receivable being serviced by the subservicer.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as Obligors on or in respect of the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Receivables (excluding payments on the specific terms Warranty Receivables or the Administrative Receivables) and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no all Net Liquidation Proceeds not later than 11:00 a.m., New York City time, on the Deposit 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 (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2second Business Day after identification thereof. For purposes of this Section 5.2 Article V, the phrase “payments made received by or on behalf of the Obligors” shall mean payments made by Persons other than the Seller or Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) Notwithstanding anything in this Agreement The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the contrary, if definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in an Officer’s Certificate or from the payment Holders of Notes evidencing not less than 25% in full principal amount of the Outstanding Amount of the Notes, or a Receivable, Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. 40 (Nissan 2013-C Sale and Servicing Agreement) (c) The Servicer shall give (i) the Servicer discovers its error prior to the Payment following such depositOwner Trustee, the Indenture TrusteeTrustee and each Rating Agency written notice, at as soon as practical after the written direction occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the Servicer, shall withdraw such amounts failure of any Monthly Remittance Condition (and pay them to any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 Monthly Remittance Condition is not satisfied as of the last day of Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the Collection Period during foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which such error may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have occurredbeen satisfied with respect to such alternative remittance schedule.

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

Collections. Such Seller Party will cause (ai) The all checks representing Collections and Securitization Charge Collections to be remitted to a Lock-Box, (ii) all other amounts in respect of Collections and Securitization Charge Collections to be deposited directly to a Collection Account, (iii) all proceeds from all Lock-Boxes to be deposited by the Servicer shall into a Collection Account, (iv) all funds in each Collection Account which is not a Specified Account to be remitted to a Specified Account as soon as is reasonably practicable and (v) each Specified Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller will remit daily (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within forty-eight hours two (2) Business Days following receipt thereof, and, at all times prior to such remittance, Seller will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of receipt the Administrative Agent and the Purchasers. Seller will maintain exclusive ownership, dominion and control (subject to the terms of this Agreement) of each Lock-Box and Collection Account all Collections collected during and shall not grant the right to take dominion and control of any Lock-Box or Collection PeriodAccount at a future time or upon the occurrence of a future event to any Person, except to the Administrative Agent as contemplated by this Agreement and the Intercreditor Agreement. Chase USA has requested that, so long as it is acting as Upon not less than 30 days prior written notice to the Seller and the Servicer, the Servicer Administrative Agent may, in its reasonable discretion, designate additional Collection Accounts as Specified Accounts and such Specified Accounts shall be permitted subject to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions requirement set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilledclause (v) above. Accordingly, notwithstanding On the provisions of date which is 30 days after the first sentence day of this Section 5.2a Level Three Enhancement Period, the Servicer all Collection Accounts shall remit be Specified Accounts and such collections Specified Accounts shall be subject to the Collection Account requirement set forth in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as clause (iv) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicerabove. (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 (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as Obligors on or in respect of the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Receivables (excluding payments on the specific terms Warranty Receivables or the Administrative Receivables) and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no all Net Liquidation Proceeds not later than 11:00 a.m., New York City time, on the Deposit 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 (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2second Business Day after identification thereof. For purposes of this Section 5.2 Article V, the phrase “payments made received by or on behalf of the Obligors” shall mean payments made by Persons other than the Seller or Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly 40 (Nissan 2014-A Sale and Servicing Agreement) Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) Notwithstanding anything in this Agreement The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the contrary, if definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in an Officer’s Certificate or from the payment Holders of Notes evidencing not less than 25% in full principal amount of the Outstanding Amount of the Notes, or a Receivable, and 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 Servicer discovers its error prior to the Payment following such depositOwner Trustee, the Indenture TrusteeTrustee and each Rating Agency written notice, at as soon as practical after the written direction occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the Servicer, shall withdraw such amounts failure of any Monthly Remittance Condition (and pay them to any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 Monthly Remittance Condition is not satisfied as of the last day of Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the Collection Period during foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which such error may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have occurredbeen satisfied with respect to such alternative remittance schedule.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during amounts (excluding, for the Collection Period. Chase USA has requested thatavoidance of doubt, so long as it is acting as the Servicer, any Supplemental Servicing Fees) received by the Servicer be permitted on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) but excluding payments with respect to make remittances Purchased Receivables) as soon as practicable and in no event after the close of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only business on the specific terms and conditions set forth below in this Section 5.2 and only for so long as second Business Day after such terms and conditions are fulfilled. Accordinglyreceipt; provided, notwithstanding the provisions of the first sentence of this Section 5.2however, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only that for so long as (i) CarMax is the short-term certificate Servicer, (ii) no Event of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch Servicing Termination shall have occurred and be continuing and (if rated by Fitchiii) and “A-1” by Standard & Poor’s, or the Rating Agency Condition is shall have been satisfied (each, a “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a result Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of Collections being remitted a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on a monthly, rather than daily, basis or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the Servicer shall be Chase USA or JPMorgan Chase. Upon definition of Monthly Remittance Condition that would require daily remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and unless the Owner Trustee no later or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 11 a.m.25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, New York City timeas applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on each Deposit Date, setting forth the Closing Date all amounts remitted received by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf or in respect of the Obligors” shall mean payments made Receivables (including Liquidation Proceeds and all amounts received by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in connection with the payment in full repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable, )) during the period from but excluding the Cutoff Date to and (i) including the Servicer discovers its error prior to second Business Day preceding the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurredClosing Date.

Collections. (a) Dealers shall make payments on the Receivables to the ----------- Servicer who shall deposit all such payments in the Collection Account no later than the second Business Day following the Date of Processing thereof. The Servicer shall remit daily within forty-eight hours allocate such amounts to each Series of receipt Investor Certificates and to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV and shall cause the Trustee to withdraw the required amounts from the Collection Account all Collections collected during or pay such amounts to the Collection PeriodHolder of the Exchangeable Transferor Certificate in accordance with this Article IV. Chase USA has requested that, so long The Servicer shall make such deposits or payments on the date indicated herein by wire transfer or as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified otherwise provided in the immediately preceding sentenceSupplement for any Series of Certificates with respect to such Series. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if but subject to the terms of any Supplement, for so long as, and only so long as, Green Tree (or any successors to Green Tree pursuant to Section 8.2) or an Affiliate of Green Tree shall remain the Servicer inadvertently deposits amounts hereunder, and (a)(i) Green Tree (or any successors to Green Tree pursuant to Section 8.2) or an Affiliate of Green Tree provides to the Trustee a letter of credit or other form of Enhancement rated at least A-1 by Standard & Poor's and P-1 by Moody's (as certified to the Trustee by the Servicer), and (ii) after notifying each Rating Agency of the proposed use of such letter of credit or other form of Enhancement the Transferor shall have received a notice from each Rating Agency that it mistakenly believes making payments monthly rather than daily would not result in a downgrading or withdrawal of any of such Rating Agency's then existing ratings of the Investor Certificates, or (b) Green Tree (or any successors to Green Tree pursuant to Section 8.2) shall have and maintain a short-term credit rating of at least A-1 by Standard & Poor's and P-1 by Moody's (as certified to the Trustee by the Servicer), the Servicer need not deposit Collections from the Collection Account into the Principal Account or the Interest Funding Account or any Series Account, or make payments to the Holder of the Exchangeable Transferor Certificate, prior to the close of business on the day any Collections are Collections resulting deposited in the payment Collection Account as otherwise provided in full this Article IV, but may instead make such deposits, payments and withdrawals on each Transfer Date in an amount equal to the net amount of a Receivablesuch deposits, payments and withdrawals which would have been made but for the provisions of this paragraph. Notwithstanding anything 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 Interest Funding Account, the Principal Account or any Series Account, as provided in any Supplement, (i) the Servicer discovers its error will only be required to deposit Collections from the Collection Account into the Interest Funding 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 Payment following related Distribution Date to investor Certificateholders or to any Enhancement Provider pursuant to the terms of any Supplement or agreement relating to such depositEnhancement 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 (i) above, the Indenture TrusteeServicer will be permitted to withdraw the excess from the Collection Account. Notwithstanding anything in this Agreement to the contrary, but subject to the terms of any Supplement, so long as (i) Green Tree (or any successor to Green Tree pursuant to Section 8.2) is the Servicer hereunder and (ii) each Series is in its Revolving Period, then, with respect to any Receivable arising under a Wholesale Financing Agreement for which Green Tree is providing the retail financing for the related Product, Green Tree need not deposit into the Collection Account the Principal Collections from such Receivable to the extent that such Principal Collections would, at the written direction of the Servicertime when such deposit (but for this sentence) would be required to be made under this Agreement, shall withdraw such amounts and pay them be paid to the Servicer or (ii) Transferor under this Agreement and then to Green Tree as the Servicer Seller under the Purchase Agreement; provided that amounts otherwise payable to Green Tree pursuant to this sentence shall instead be deposited in the Excess Funding Account to the extent, if any, necessary to prevent the Transferor Interest from being less than the Minimum Transferor Interest. The preceding sentence is for administrative convenience only, and the Principal Collections referred to therein shall be deemed to have purchased such Receivable been deposited into the Collection Account and thereafter distributed to the Transferor pursuant to Section 4.6 as this Agreement and applied by the Transferor to the purchase of Receivables pursuant to the Purchase Agreement. The Servicer shall maintain the records of the last day of Trust as if such Principal Collections were deposited and applied as described in the Collection Period during which such error shall have occurredpreceding sentence.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt Subject to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2subsections (b) and (c) below, the Servicer shall remit such collections to the Collection Certificate Account in Automated Clearinghouse Corporation next-day funds all payments by or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” Obligors on the Receivables, including all Liquidation Proceeds and Recoveries received by the Servicer during any Collection Period, as soon as practicable, but in no event after the close of business (New York time) on the second Business Day after receipt thereof. Subject to the provisions of subsection (c) hereof, on the Closing Date, the Servicer shall mean deposit in the Certificate Account all payments made by Persons other than or on behalf of the Seller Obligors on the Receivables received by the Servicer after the close of business of the Servicer on the Cutoff Date and on or prior to the Servicersecond Business Day immediately preceding the Closing Date. (b) Notwithstanding anything in this Agreement to the contraryprovisions of Section 4.2(a), 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 shall have the Required Rating or (ii) (a) the Servicer shall have obtained a letter of credit or surety bond (or similar form of performance guaranty) in favor of the Trustee, on behalf of the Trust for the benefit of the Certificateholders, providing that the Trustee may demand payment (up to the Payment following such depositamount then available thereunder) in the event that the Servicer fails to make any payment or deposit required hereunder (other than with respect to Advances) and (b) the Trustee shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, the Indenture Trustee, at Servicer may deposit the written direction amounts referred to in subsection (a) above into the Certificate Account not later than the close of business on the Deposit Date immediately succeeding the last day of the Servicerrelated Collection Period, shall withdraw such amounts and pay them to for so long as the Servicer shall have the Required Rating or such letter of credit, surety bond or similar form of performance guaranty is in full force and effect, as the case may be; PROVIDED, HOWEVER, that (i) if an Event of Servicing Termination has occurred and is continuing, (ii) the Servicer shall be deemed to have purchased has been terminated as such Receivable pursuant to Section 4.6 9.1 or (iii) the Servicer ceases to have the Required Rating (and the Servicer has not obtained a letter of credit (or similar form of performance guaranty) satisfying the conditions specified above), the Servicer shall deposit such amounts (including any amounts then being held by the Servicer) into the Certificate Account as provided in Section 4.2(a). Notwithstanding the foregoing, the provisions of the last day proviso to the preceding sentence shall not be applicable to a successor servicer solely by reason of the occurrence of an event specified in clauses (i), (ii) and (iii) of such proviso with respect to the outgoing Servicer. Following the occurrence of an event specified in clauses (i), (ii) or (iii) in the preceding proviso, on a monthly basis, all Collections shall be segregated by book-entry or similar form of identification on the Servicer's books and records and identified as the property of the Trust. The Servicer shall promptly notify the Trustee in writing if it shall obtain or lose the Required Rating or the benefit of such letter of credit, surety bond, or similar form of performance guaranty. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer may retain, or will be entitled to be reimbursed, from amounts otherwise payable into, or on deposit in, the Certificate Account with respect to a Collection Period during and the Receivables originated by it any amounts previously deposited in the Certificate Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which such error the Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall have occurrednot be included in Collections with respect to the related Distribution Date. (d) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Certificate Account as soon as practicable, but in no event later than the close of business (New York time) on the second Business Day after receipt thereof by the subservicer (but subject to the provisions of Section 4.2 (b) and the limitations contained in Section 4.2(c) of this Agreement) the amounts referred to in Section 4.2(a) in respect of a Receivable being serviced by the subservicer.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as Obligors on or in respect of the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Receivables (excluding payments on the specific terms Warranty Receivables or the Administrative Receivables) and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no all Net Liquidation Proceeds not later than 11:00 a.m., New York City time, on the Deposit 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 (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2second Business Day after identification thereof. For purposes of this Section 5.2 Article V, the phrase “payments made received by or on behalf of the Obligors” shall mean payments made by Persons other than the Seller or Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer. , (bii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything in this Agreement herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in will no longer be bound by the payment in full of a ReceivableMonthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. 40 (Nissan 2012-B Sale and Servicing Agreement) (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Servicer discovers its error prior to the Payment following such depositOwner Trustee, the Indenture TrusteeTrustee and each Rating Agency written notice, at as soon as practical after the written direction occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the Servicer, shall withdraw such amounts failure of any Monthly Remittance Condition (and pay them to any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 Monthly Remittance Condition is not satisfied as of the last day of Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the Collection Period during foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which such error may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have occurredbeen satisfied with respect to such alternative remittance schedule.

Collections. (ai) The On or prior to the Closing Date, initial Servicer shall remit daily have established and shall maintain thereafter the following system of collecting and processing Collections of Receivables. Servicer shall direct the Obligors to make payments of Receivables only (A) by check mailed to the Post Office Box (such payments, upon receipt in such Post Office Box being referred to herein as “Mail Payments”), (B) by cash, credit card or check delivered in person or by phone at retail stores or other business locations of initial Servicer (such payments, upon receipt by such stores, being referred to herein as “In-Store Payments”), (C) by third party money wire transfer, ACH or other bill pay service that provides for the electronic deposit of funds into an account of the Servicer on behalf of Obligors, (D) by utilizing the Servicer’s Webpay portal; or (E) by cash, credit card or check delivered in person or by phone or by an agent of Conn Appliances at a service center of Conn Appliances or, in the case of certain delinquent accounts, to employees of Conn Appliances operating out of a service center of Conn Appliances or Servicer (such payments, upon receipt by the service center, being referred to herein as “Field Collections”). Notwithstanding anything to the contrary in this Section 2.02(c), any Successor Servicer shall collect and process Collections of Receivables in any manner that is in accordance with the servicing standard set forth herein. (ii) Servicer’s right of access to the Post Office Box and the Collection Account shall be revocable at the option of Trustee as designee of the Receivables Trust (acting in its own discretion or at the direction of the Required Noteholders) upon the occurrence of any Default, Event of Default or Servicer Default. In addition, after the occurrence of any Default, Event of Default or Servicer Default, Servicer agrees that it shall, upon the written request of Trustee, notify all Obligors under Receivables to make payment thereof to (i) one or more bank accounts and/or post-office boxes designated by Trustee and specified in such notice or (ii) any Successor Servicer appointed hereunder. The Trustee may, and shall at the request of the Required Noteholders, if any Default, Event of Default or Servicer Default has occurred, require the Servicer to establish a lockbox account pursuant to a lockbox agreement acceptable to the Trustee, and with notice to the Notice Person, to direct all Obligors under Receivables to make payments to such lockbox account. (iii) Servicer shall remove or cause all Mail Payments to be removed from the Post Office Box by the close of business on each Business Day. Servicer shall process all such Mail Payments and all Field Collections on the date received by recording the amount of the payment received from the Obligor and the applicable account number. Subject to Section 5.4(a) of the Indenture, no later than the close of business on the second Business Day following the date on which Mail Payments are received in the Post Office Box or Field Collections are received by Servicer, Servicer shall deposit or cause such Mail Payments and such Field Collections to be deposited in the Collection Account. Subject to Section 5.4(a) of the Indenture, the Retailer and Servicer shall cause all In-Store Payments to be (A) processed as soon as possible after such payments are received by the Retailer or Servicer but in no event later than the Business Day after such receipt, and (B) deposited in the Collection Account no later than two Business Days following the date of such receipt. Subject to Section 5.4(a) of the Indenture, Servicer shall deposit all Recoveries into the Collection Account within forty-eight hours two Business Days after the date of its receipt of such Recoveries. (iv) [Reserved.] (v) All Collections received by Servicer in respect of Receivables will, pending remittance to the Collection Account all as provided herein, be held by Servicer in trust for the exclusive benefit of Trustee (on behalf of the Receivables Trust) and shall not, unless otherwise permitted by the Servicer Transaction Documents, be commingled with any other funds or property of any Originator, Depositor or Servicer except as otherwise permitted in accordance with Section 5.4 of the Indenture. Only Collections collected during shall be deposited in the Collection PeriodAccount. Chase USA has requested that, so long as it is acting as The Servicer may cause to be withdrawn from the ServicerCollection Account such amounts that have been deposited into the Collection Account in error not representing Collections or other proceeds of the Trust Estate and any amounts that are deposited by Servicer that relate to checks rejected by the Obligor’s bank for insufficient funds. (vi) Each of Depositor, the Receivables Trust, Issuer and Servicer be permitted hereby irrevocably waive any right to make remittances set off against, or otherwise deduct from, any Collections. (vii) The Receivables Trust, Issuer and initial Servicer hereby transfer, assign, pledge, set over and convey to Trustee all of Collections on a less frequent basis than that specified their right, title and interest in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the ServicerTrust Accounts. (bviii) Notwithstanding anything All payments or other amounts collected or received by Servicer in this Agreement respect of a Receivable shall be applied to the contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full Outstanding Receivables Balance of a such Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt Subject to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions continued satisfaction of the first sentence of this Section 5.2commingling conditions described below, the Servicer shall remit such collections to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds and any subsequent Recoveries, both as collected during a Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than Period, prior to 11:00 a.m., A.M. (New York City time, ) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Deposit DateAccount all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), but only for so long all Liquidation Proceeds and any subsequent Recoveries within two Business Days of receipt thereof. The commingling conditions are as follows: (i) CFC must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) CFC must maintain a short-term certificate rating of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitch) and “A-1” A-1 by Standard & Poor’s's and P-1 by Moody's or (y) if daily remittances occur hereunder, or prior to ceasing daily remittances, the Rating Agency Condition is shall have been satisfied as a result of Collections being remitted on a monthly, rather than daily, basis (and (ii) the Servicer shall be Chase USA any conditions or JPMorgan Chase. Upon remittance limitations imposed by the Servicer of Collections Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the Collection contrary, so long as CFC is the Servicer, CFC may withhold from the deposit into the Deposit Account pursuant any amounts indicated on the related Servicer's Certificate as being due and payable to CFC or the preceding sentenceSeller and pay such amounts directly to CFC or the Seller, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2as applicable. For purposes of this Section 5.2 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 the Seller Servicer or the Servicer. (b) Notwithstanding anything in this Agreement Seller. In the event the commingling conditions cease to the contrarybe met, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed make daily remittance of collections to have purchased such Receivable pursuant to Section 4.6 as the Deposit Account within two Business Days of the last day receipt thereof; provided however, daily remittance may commence no later than five Business Days following a reduction of the Collection Period during which such error shall have occurredCFC's short-term ratings below A-1 by Standard & Poor's or P-1 by Moody's.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as Obligors on or in respect of the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Receivables (excluding payments on the specific terms Warranty Receivables or the Administrative Receivables) and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no all Net Liquidation Proceeds not later than 11:00 a.m., New York City time, on the Deposit 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 (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2second Business Day after identification thereof. For purposes of this Section 5.2 Article V, the phrase “payments made received by or on behalf of the Obligors” shall mean payments made by Persons other than the Seller or Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by Moody’s, NMAC’s short-term unsecured debt obligations are rated “A-1” by Standard & Poor’s and NMAC’s short-term unsecured debt obligations are rated at least “F1+” by Fitch (so long as Moody’s, Standard & Poor’s and Fitch are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”); the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if it is acceptable to each Rating Agency then rating the Notes without a reduction in the rating of any Class of Notes, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) [Reserved.] (c) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (d) The Servicer shall give (i) the Owner Trustee and the Indenture Trustee written notice as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof and (ii) each Rating Agency prompt written notice of the 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). (e) Notwithstanding anything in this Agreement to the contraryforegoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer inadvertently deposits amounts provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that it mistakenly believes are Collections resulting such alternative remittance schedule will not result in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following downgrading or withdrawal by such deposit, the Indenture Trustee, at the written direction Rating Agency of the Servicer, shall withdraw such amounts and pay them ratings then assigned to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as any Class of the last day of the Collection Period during which such error shall have occurredNotes.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City timeshall, on each Deposit Settlement Date, setting forth deposit into an account of the amounts remitted Purchaser all Collections of Transferred Receivables then held by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the ServicerAgent. (b) Notwithstanding anything in this Agreement In the event that a Seller believes that Collections which are not Collections of Transferred Receivables have been deposited into an account of the Purchaser, such Seller shall so advise the Purchaser and, on the Business Day following such identification, the Purchaser shall remit, or shall cause to be remitted, all Collections so deposited which are identified, to the contraryPurchaser’s satisfaction, if to be Collections of Receivables which are not Transferred Receivables to such Seller. (c) On each Settlement Date, the Servicer inadvertently deposits amounts Purchaser shall pay to the applicable Seller accrued interest on the Deferred Purchase Price and the Purchaser may, at its option, prepay in whole or in part the principal amount of the Deferred Purchase Price; provided that it mistakenly believes are Collections resulting in (i) accrued interest and principal shall be payable pro rata to the payment in full of a ReceivableSellers based on the outstanding accrued interest and principal due to each Seller, and (iii) each such payment shall be made solely from (x) Collections of Transferred Receivables after all other amounts then due from the Servicer discovers its error prior Purchaser under the RPA have been paid in full and all amounts then required to be set aside by the Purchaser or the Collection Agent under the RPA have been so set aside or (y) excess cash flow from operations of the Purchaser which is not required to be applied to the Payment following payment of other obligations of the Purchaser (any monies available for such depositpayment, the Indenture Trustee“Available Funds”); and provided further, at the written direction of the Servicer, shall withdraw that no such amounts and pay them to the Servicer or (ii) the Servicer payment shall be deemed to made at any time when an Event of Termination shall have purchased such Receivable occurred and be continuing. Following the RPA Final Payment Date, the Purchaser shall apply, on each Settlement Date, all Collections of Transferred Receivables received by the Purchaser pursuant to Section 4.6 as 2.03(a) (and not previously distributed) first to the payment of accrued interest on the Deferred Purchase Price (payable pro rata to the Sellers based on the outstanding amount of such accrued interest due to each Seller), and then to the reduction of the last day principal amount of the Collection Period during which such error shall have occurred.Deferred Purchase Price (payable pro rata to the Sellers based on the outstanding principal amount due to each Seller). Table of Contents

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

Collections. (a) The Servicer shall establish the Subcollection Account in the name of the Trustee for the benefit of the Certificateholders. The A. The Servicer shall remit daily within forty-eight hours of receipt directly to the Collection Subcollection Account without deposit into any intervening account all Collections collected during payments by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as Obligors on the Receivables and all Liquidation Proceeds received by the Servicer, in each case, as soon as practicable, but in no event later than the Servicer be permitted to make remittances Business Day after receipt thereof. Within two days of Collections on a less frequent basis than that specified in deposit of payments into 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 5.2Subcollection Account, the Servicer shall remit such collections cause all amounts credited to the Subcollection Account to be transferred to the Collection Account. Amounts in the Subcollection Account shall not be invested. (a) Notwithstanding the provisions of subsection (a) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in Automated Clearinghouse Corporation next-day funds the Collection Account with respect to a Collection Period for amounts previously deposited in the Collection Account but later determined by the Servicer or immediately available funds no later than 11:00 a.m., New York City time, the Lockbox Bank to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the Deposit Date, but only for so long as (irelated Distribution Date pursuant to Section 5.5(a)(i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance upon certification by the Servicer of Collections such amounts and the provision of such information to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Security Insurer as may be necessary in the opinion of the Trustee no later than 11 a.m.and the Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to this Section, New York City timethe Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, on each Deposit Datefollowing receipt of which the Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 5.5, setting forth or if the Servicer prior thereto has been reimbursed pursuant to Section 5.5 or Section 5.6, the Trustee shall withhold such amounts remitted by from amounts otherwise distributable to the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit next succeeding Distribution Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (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 (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account on a daily basis within two Business Days of receipt thereof, all Collections payments by or on behalf of the Obligors (other than the amounts listed in subclauses (i)(a) and (b) of the definition of Available Funds as not constituting Available Funds) on or in respect of the Receivables (other than Repurchased Receivables) and all Liquidation Proceeds both as collected during the each Collection Period. Chase USA has requested that, so long . (i) except as it is acting as the Servicerprovided in clause (b) below, the short-term credit rating of the Servicer is at least equal to the Required Servicer Rating with respect to each Rating Agency, and (ii) no Servicer Default shall have occurred and be permitted to make remittances of Collections on a less frequent basis than continuing; provided, however, that specified immediately following the non-compliance with clause (i) above or in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, event an Insolvency Event has occurred (notwithstanding the provisions of the first sentence of this Section 5.2any applicable grace period), the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate a daily basis within two Business Days of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitch) and “A-1” by Standard & Poor’sreceipt thereof, or (b)(i) if the Rating Agency Condition condition specified in clause (a)(ii) above is satisfied as a result of Collections being remitted on a monthlysatisfied, rather than daily, basis and (ii) the Servicer shall be Chase USA have obtained a Servicer Letter of Credit issued in favor of the Owner Trustee by a depository institution or JPMorgan Chase. Upon remittance by insurance company, as the case may be, having the Required Deposit Rating and providing that the Owner Trustee may draw thereon in the event that the Servicer of Collections fails to deposit collections into the Collection Account pursuant to the preceding sentenceon a monthly basis; provided, that in connection with clause (b) above, the Paying Agent shall provide written notice Servicer provides to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, from each Rating Agency with such written notice by 12 noonrespect to which the Servicer does not have the Required Servicer Rating, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made a letter to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 effect that the phrase “payments made on behalf satisfaction of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. conditions in clause (b) Notwithstanding anything above and allowing the Servicer to make monthly deposits will not result in this Agreement a Rating Event and, if applicable, an Officer's Certificate from the Servicer to the contraryeffect that the Servicer has the Required Servicer Rating with respect to each other Rating Agency, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, any; and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.provided further,

Collections. (a) The Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis payments (other than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds amounts constituting Supplemental Servicing Fees) by or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” Obligors on the Receivables, including all Liquidation Proceeds received by Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Day, after identification thereof. Subject to the provisions of subsections (b) and (c), on the Closing Date, Servicer shall mean deposit in the Collection Account all payments made by Persons other than or on behalf of the Seller Obligors on the Receivables received by Servicer after the Cutoff Date and on or prior to the Servicersecond Business Day immediately preceding the Closing Date. (b) Notwithstanding anything in this Agreement to the contraryprovisions of subsection (a), if the Ohio Bank is the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) [ ] shall have 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 Required Rating or (ii) Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer shall be deemed may deposit all amounts referred to have purchased in subsection (a) for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Receivable Collection Period; provided that if (x) a Servicer Termination Event has occurred and is continuing, (y) Servicer has been terminated as such pursuant to Section 4.6 8.1 or (z) [ ] 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 Section 4.2(a). Notwithstanding the foregoing, the provisions of the last day proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in clauses (x), (y) and (z) of such proviso with respect to the outgoing Servicer. Pending the deposit of the amounts referred to in subsection (a) into the Collection Account, such amounts may be employed by Servicer at its own risk and for its own benefit and need not be segregated from Servicer’s own funds. Any losses resulting from Servicer’s actions shall be borne exclusively by Servicer. Servicer shall promptly notify Trustee in writing if [ ] shall obtain or lose the Required Rating. (c) Notwithstanding the provisions of subsections (a) and (b), Servicer may retain, or will be entitled to be reimbursed, from amounts otherwise payable into, or on deposit in, the Collection Account with respect to a Collection Period any amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the related Distribution Date. (d) With respect to each Precomputed Receivable, collections and payments by or on behalf of an obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to the scheduled payment on such Precomputed Receivable for such Collection Period. To the extent such collections and payments on a Precomputed Receivable during which a Collection Period exceed the scheduled payment on such error Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall have occurredbe treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account and applied either to the scheduled payments due or to prepay the Precomputed Receivable in full in accordance with Section 4.5.

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

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection ----------- Account all Collections collected during payments by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Obligors on the specific terms Receivables, all Insurance Proceeds, all Liquidation Proceeds, proceeds from any Dealer Liability, proceeds from any International Purchase Obligations and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilledproceeds from any Guaranties within two Business Days after receipt thereof. Accordingly, notwithstanding Notwithstanding the provisions of the first sentence of this Section 5.2foregoing, the Servicer shall not be required to remit such collections within such two Business Days but may remit collections received during a Monthly Period to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, Business Day immediately preceding the related Distribution Date but only for so long as (i) NFC is the Servicer, (ii) (x) the Servicer satisfies the requirements for monthly remittances established by the Rating Agencies initially rating the Securities, and upon the satisfaction of such requirements, the Rating Agencies which initially rated the Securities reaffirm the rating of the Securities at the level at which they would be rated if collections were remitted within two Business Days, (y) the short-term certificate unsecured debt obligations of deposit ratings NFC are rated at least A-1 by S&P and P-1 by ▇▇▇▇▇'▇ Investors Service or (z) a standby letter of credit has been issued by an Eligible Institution which, as of each date during the period that the Servicer is making monthly remittances of Collections, has an undrawn amount at least equal to 150% of all Scheduled Payments due for the latest Monthly Period ended prior to the next succeeding Distribution Date (and the aggregate amount of unremitted collections does not at any time exceed 90% of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitchundrawn amount of such letter of credit) and “A-1” by Standard & Poor’s, (iii) a Servicer Default shall not have occurred and be continuing. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (iii) of 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 Chase USA or JPMorgan Chase. Upon immediately preceding sentence that would require remittance within two Business Days by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to unless the Indenture Trustee and has received notice of such event or circumstance from the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by Seller or the Servicer on in an Officer's Certificate or from Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or unless a Responsible Officer in the Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2event or circumstance. For purposes of this Section 5.2 Article V the phrase “"payments made by or on behalf of the Obligors” " shall mean payments made by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.

Collections. (a) The Master Servicer shall (or shall cause the applicable Subservicers to) remit daily within forty-eight hours two Business Days of receipt thereof to the Group I Collection Account (with respect to the Group I Student Loans) or the Group II Collection Account (with respect to the Group II Student Loans) all Collections payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans and subject to the definition of Group I and Group II Available Funds), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Chase USA has requested thatNotwithstanding the foregoing, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) KBNA (or its Affiliate) is the Master Servicer, (ii) no Master Servicer Default shall have occurred and be continuing, (iii) the Master Servicer’s long-term debt is rated at least “A-” by S&P and its short-term certificate of deposit ratings of the Servicer are debt is rated at least P-1 “P-1” by Moody’s, ’s and at least “F1F-1” by Fitch and (if rated by Fitchiv) and “A-1” by Standard & Poor’sprior to ceasing daily remittances to the applicable Collection Account, or the Rating Agency Condition is shall have been satisfied as a result of Collections being remitted (which the parties hereto agree shall be deemed to have been satisfied on a monthlythe Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), rather than daily, basis and (ii) the Master Servicer shall be Chase USA (or JPMorgan Chase. Upon remittance by shall cause the Servicer applicable Subservicers to) remit such collections within two Business Days of Collections receipt thereof to the Master Servicer, and the Master Servicer need not deposit such collections into the Group I Collection Account pursuant or the Group II Collection Account, as applicable, until one Business Day immediately prior to the next following Distribution Date or Redemption Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding sentenceeach Monthly Servicing Payment Date that is not a Distribution Date, the Paying Agent Master Servicer shall provide written notice deposit into the Group I Collection Account or the Group II Collection Account, as applicable, that portion of such amounts received by it that is equal to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer related Master Servicing Fee payable on such date anddate; provided further however, if that for so long as KBNA is the Paying Agent fails Master Servicer, for administrative convenience, Master Servicing Fees and Administration Fees due and payable to provide KBNA need not be deposited into the Indenture Trustee Collection Accounts, but rather may be retained by KBNA and all such amounts shall be deemed to have been paid out of the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit DateCollection Accounts and shall be accounted as such. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Indenture Trustee and Master Servicer shall deposit all collections held by it into the Owner Trustee shall assume that no deposits were made to the Group I Collection Account pursuant to this Section 5.2or the Group II Collection Account, as applicable, within two Business Days of receipt thereof. For purposes of this Section 5.2 Article V, the phrase “payments made by or on behalf of the Obligors” shall mean payments made by Persons (other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement administrative fees, late fees and similar charges and subject to the contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full definition of a Receivable, Group I and (iGroup II Available Funds) the Servicer discovers its error prior made with respect to the Payment following such depositGroup I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Indenture Trustee, at Guarantors (but excluding the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurredDepartment).

Collections. (a) Dealers shall make payments on the Receivables to the Servicer who shall deposit all such payments in the Collection Account no later than the second Business Day following the Date of Processing thereof. The Servicer shall remit daily within forty-eight hours allocate such amounts to each Series of receipt Investor Certificates and to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV and shall cause the Trustee to withdraw the required amounts from the Collection Account all Collections collected during or pay such amounts to the Collection PeriodHolder of the Exchangeable Transferor Certificate in accordance with this Article IV. Chase USA has requested that, so long The Servicer shall make such deposits or payments on the date indicated herein by wire transfer or as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified otherwise provided in the immediately preceding sentenceSupplement for any Series of Certificates with respect to such Series. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if but subject to the terms of any Supplement, for so long as, and only so long as, Green Tree (or any successors to Green Tree pursuant to Section 8.2) or an Affiliate of Green Tree shall remain the Servicer inadvertently deposits amounts hereunder, and (a)(i) Green Tree (or any successors to Green Tree pursuant to Section 8.2) or an Affiliate of Green Tree provides to the Trustee a letter of credit or other form of Enhancement rated at least A-1 by Standard & Poor's and P-1 by Moody's (as certified to the Trustee by the Servicer), and (ii) after notifying each Rating Agency of the proposed use of such letter of credit or other form of Enhancement the Transferor shall have received a notice from each Rating Agency that it mistakenly believes making payments monthly rather than daily would not result in a down-grading or withdrawal of any of such Rating Agency's then existing ratings of the Investor Certificates, or (b) Green Tree (or any successors to Green Tree pursuant to Section 8.2) shall have and maintain a short-term credit rating of at least A-1 by Standard & Poor's and P-1 by Moody's (as certified to the Trustee by the Servicer), the Servicer need not deposit Collections from the Collection Account into the Principal Account or the Interest Funding Account or any Series Account, or make payments to the Holder of the Exchangeable Transferor Certificate, prior to the close of business on the day any Collections are Collections resulting deposited in the payment Collection Account as otherwise provided in full this Article IV, but may instead make such deposits, payments and withdrawals on each Transfer Date in an amount equal to the net amount of a Receivablesuch deposits, payments and withdrawals which would have been made but for the provisions of this paragraph. Notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make monthly or daily deposits from the Collection Account into the Interest Funding Account, the Principal Account or any Series Account, as provided in any Supplement, (i) the Servicer discovers its error will only be required to deposit Collections from the Collection Account into the Interest Funding 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 Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them related Distribution Date to investor Certificateholders or to any Enhancement Provider pursuant to the Servicer terms of any Supplement or agreement relating to such 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 (i) above, the Servicer shall will be deemed permitted to have purchased such Receivable pursuant to Section 4.6 as of withdraw the last day of excess from the Collection Period during which such error shall have occurredAccount.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account (i) all Collections payments by or on behalf of the Obligors (including Payaheads on the Receivables but excluding Purchased Receivables) and (ii) all Liquidation Proceeds, both as collected during the Collection Period. Chase USA has requested thatFord Motor Credit Company, so long as it is acting as the Servicer, the Servicer be permitted to may make remittances of Collections collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 14.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.214.2, the Servicer shall remit such collections received during a Collection Period to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, related Distribution Date but only for so long as each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize an alternative remittance schedule (i) which may include the short-term certificate of deposit ratings remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Trustee written confirmation from each rating agency which has an outstanding rating on the Class A Certificates and was requested by the Seller or an affiliate to rate the Class A Certificates that such alternative remittance schedule will not result in the downgrading or withdrawal by such rating agencies of the Servicer are at least P-1 by Moody’s, “F1” by Fitch ratings then assigned to the Class A Certificates. The Trustee shall not be deemed to have knowledge of any event or circumstance under clause (if rated by Fitchiii) and “A-1” by Standard & Poor’s, or of the Rating Agency definition of Monthly Remittance Condition is satisfied as a result of Collections being remitted on a monthly, rather than daily, basis and (ii) the Servicer shall be Chase USA or JPMorgan Chase. Upon that would require daily remittance by the Servicer of Collections to the Collection Account pursuant to unless the preceding sentence, Trustee has received notice of such event or circumstance from the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by Seller or the Servicer on in an Officer's Certificate or from the Holders of Class A Certificates evidencing not less than 25% of the Class A Certificate Balance or a Trustee Officer in the Corporate Trust Office with knowledge hereof or familiarity herewith has actual knowledge of such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2event or circumstance. For purposes of this Section 5.2 Article XIV the phrase “"payments made by or on behalf of the Obligors” " shall mean payments made by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurredby other means.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested thatObligors on or in respect of the Receivables (other than, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentencecase of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. It is understood that such less frequent remittances may be made only on Notwithstanding the specific terms and conditions set forth below in this Section 5.2 and only foregoing, for so long as such terms (i) TMCC is the Servicer, (ii) either (a) TMCC's short-term unsecured debt is rated P-1 by Moody's and conditions A-1 by Standard & Poor's (so long as Moody's and Standard & Poor's are fulfilled. AccordinglyRating Agencies), notwithstanding or (b) certain arrangements are made that have been approved in writing by each Rating Agency and (iii) an Event of Default shall not have occurred and be continuing (collectively, the provisions of the first sentence of this Section 5.2"Monthly Remittance Conditions"), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in Automated Clearinghouse Corporation next-day funds or respect of the related Collection Period to the Collection Account in immediately available funds no later than 11:00 a.m., New York City time, funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on the Deposit Date, but only which any Monthly Remittance Condition ceases to be satisfied and for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 any Monthly Remittance Conditions is not satisfied, all collections then held by Moody’s, “F1” by Fitch (if 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 Chase USA immediately deposited into the Collection Account and all future collections on or JPMorgan Chase. Upon remittance in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer of Collections to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 4.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Collection 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 preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf first day of the Obligors” shall mean payments made first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.immediately

Collections. (ai) The Servicer shall remit daily within forty-eight hours administer Collections in accordance with the provisions of receipt this Section 2.7. Approved Investors shall be instructed to pay proceeds from the sale of Mortgage Loans into the Collection Account, and such amounts may be released in accordance with the procedures set forth in Section 3.3 hereof. (ii) The Servicer acknowledges that Collections and/or other Collateral Proceeds received by it with respect to any Mortgage Asset belong to the Borrower and have been pledged to the Administrative Agent, on behalf of the Lenders. From such Collections and/or other Collateral Proceeds, the Servicer, on behalf of the Borrower, shall deposit amounts necessary to make payments on the following Settlement Date (or end of the related Interest Period) pursuant to Section 2.7(c)(iii) or (iv), as applicable, into the Collection Account all Collections collected no later than such Settlement Date or at the end of such Interest Period, or, on or after the Drawdown Termination Date or upon the occurrence and during the Collection Period. Chase USA has requested thatcontinuation of an Event of Default, so long as it is acting as within one Business Day after receipt by the Servicer. Until deposited into the Collection Account, the Servicer be permitted may commingle Collections and other Collateral Proceeds with its own funds and use such funds for its own business purposes. (iii) Prior to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2Drawdown Termination Date, the Servicer shall remit such collections to withdraw funds from the Collection Account (to the extent of collected funds therein) and shall make payments from the Collection Account at the following times and in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City timethe following order of priority: (A) To the extent not previously paid, on the Deposit each Settlement Date, but only the Servicer shall deposit an amount equal to the costs, fees and expenses then due and payable to the Collateral Agent to an account designated by the Collateral Agent. (B) On the last day of each Interest Period for so long as any Advance that bears interest at the Commercial Paper Rate or any Eurodollar Advance, the Servicer shall deposit an amount equal to accrued interest on such Advance, which amount shall be paid to the applicable Managing Agent’s Account for the related Lenders. On each Settlement Date, the Servicer shall deposit an amount equal to accrued interest on each Advance that bears interest at the Alternate Base Rate to the applicable Managing Agent’s Account. (C) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable, on a pro rata basis, to (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’sBank One, “F1” by Fitch (if 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 Managing Agent under the Bank One Managing Agent Fee Letter shall be paid to Bank One’s Managing Agent’s Account and (ii) to the Administrative Agent and CL New York, as a Managing Agent, under the CL New York Fee Letter to the CL New York’s Managing Agent’s Account. (D) On each Settlement Date on which the Required Reserve Account Amount exceeds the amount then on deposit in the Reserve Account, the Servicer shall deposit an amount equal to such excess to the Reserve Account. (E) On each Settlement Date, if the Seasonal Drawdown Termination Date shall have occurred and be Chase USA continuing, an amount equal to the unpaid Principal Debt payable to the Seasonal Lenders shall be paid to the Managing Agent’s Accounts related to the Seasonal Lenders until the Principal Debt owing to the Seasonal Lenders is reduced to zero; provided that, if the application of such amounts to the reduction of the Principal Debt owed to the Seasonal Lenders would cause a Default or JPMorgan Chase. Upon remittance by an Event of Default to occur or there would otherwise be a Default or Event of Default in existence, then, instead of such application, Collections shall be paid to each Managing Agent’s Account pro rata in proportion to the outstanding Principal Debt (including Seasonal Advances) owing to the Lenders in each Group. (F) On each Settlement Date, if the Group Banks in any Group have not consented to an extension of the Drawdown Termination Date, but the Group Banks in the other Group have so consented and such non-extending Lenders have not assigned their respective Advances and Bank Commitments to one or more other Lenders in accordance with Section 2.1(b) and Section 13.9, the Servicer shall deposit an amount equal to the unpaid balance of Collections all Principal Debt owing to the non-extending Lenders to the related Managing Agent’s Account. (G) To the extent not previously paid, on each Settlement Date, the Servicer shall deposit any amounts, other than those listed in clauses (A), (B) and (C) above and other than principal on the Advances, that are then due and payable and of which the Servicer has received prior written notice, including without limitation additional costs under Section 2.16, any additional interest under Section 2.17, Consequential Losses under Section 2.18, indemnities under Section 10.1 and costs, expenses and taxes under Section 13.19, to the applicable Managing Agent’s Account. (H) On each Settlement Date, the Servicer shall withdraw from the Collection Account pursuant for its own account an amount equal to accrued Servicing Fee then due and payable. (iv) On the Drawdown Termination Date and thereafter, the Administrative Agent shall make payments from the Collection Account (to the preceding sentence, extent of collected funds therein) at the Paying Agent shall provide written notice to following times and in the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on following order of priority: (A) On each Deposit Settlement Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf Servicer is not one of the Obligors” Originators or an Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and payable shall mean payments made by Persons other than the Seller or be paid to the Servicer. (bB) Notwithstanding anything in this Agreement To the extent not previously paid, on each Settlement Date, an amount equal to the contrarycosts, fees and expenses then due and payable to the Collateral Agent shall be paid to an account designated by the Collateral Agent. (C) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or for any Eurodollar Advance, an amount equal to accrued interest on each such Advance shall be paid to the applicable Managing Agent’s Account. On each Settlement Date, an amount equal to accrued interest on Advances that bear interest at the Alternate Base Rate shall be paid to the applicable Managing Agent’s Account. (D) On each Settlement Date, an amount equal to the unpaid principal balance of all Advances made by Lenders shall be paid to the applicable Managing Agent’s Account. (E) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable, on a pro rata basis, (i) to Bank One as a Managing Agent, under the Bank One Managing Agent Fee Letter shall be paid to Bank One’s Managing Agent’s Account and (ii) to the Administrative Agent and CL New York, as a Managing Agent, under the CL New York Fee Letter shall be paid to the CL New York’s Managing Agent’s Account. (F) To the extent not previously paid, on each Settlement Date, any amounts of the type described in Section 2.7(c)(iii)(G) are then due and payable and any other unpaid Obligations shall be paid to the applicable Managing Agent’s Account. (G) On the Settlement Date on which all Obligations are paid in full, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in is one of the payment in full Originators or an Affiliate of a Receivableone of the Originators, an amount equal to accrued Servicing Fee then due and (i) the Servicer discovers its error prior payable shall be paid to the Payment following Servicer. (v) Upon receipt of funds deposited into its Managing Agent’s Account, each Managing Agent shall distribute such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them funds to the Servicer Lenders in its Group or to itself for application to the Obligations in accordance with the order of priority set forth in Section 2.7(c)(iii) or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 iv), as of the last day of the Collection Period during which such error shall have occurredapplicable.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt cause all Collections to be remitted directly to the Collection Account all Collections collected during Account. If, notwithstanding the Collection Period. Chase USA has requested that, so long as it is acting as the Servicerforegoing, the Servicer be permitted receives any Collections directly, it shall promptly (but in no event later than two Business Days after receipt) remit such Collections to make remittances the Collection Account. Upon receipt of Collections on a less frequent basis than that specified into the Collection Account, the Collateral Administrator shall cause such Collections to be segregated and deposited into the Interest Collection Account in the immediately preceding sentence. It is understood that case of Interest Collections and the Principal Collection Account in the case of Principal Collections within two Business Days following receipt in such less frequent remittances may Collection Account. (b) The Servicer shall prevent the deposit of any funds other than Collections into the Collection Account (including, without limitation, any Retained Interest or Released Amounts, which funds the Servicer shall be made only on the specific terms entitled to receive and conditions set forth below in this Section 5.2 retain), and only for so long as such terms and conditions are fulfilled. Accordinglyif, notwithstanding the provisions of foregoing, in the first sentence of this Section 5.2event that the Collateral Administrator receives actual knowledge that any funds other than Collections have been deposited into the Collection Account, the Collateral Administrator shall segregate and remit any such funds to the owner thereof within two Business Days following such deposit. (c) Notwithstanding Section 7.03(a), if the Servicer shall remit such collections or Indenture Trustee, as applicable, is required to return to any Person any funds previously remitted 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 respect of a Collection of a Loan in the Deposit 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 (if rated by Fitch) and “A-1” by Standard & Poor’s, or the Rating Agency Condition is satisfied Loan Pool as a result of Collections being remitted on a monthlydishonored check, rather than daily, basis and (ii) the Servicer shall be Chase USA reimbursed for such loss by withholding an amount equal to such funds from future Collections; provided that, if the Servicer or JPMorgan Chase. Upon remittance Indenture Trustee, as applicable, is required to return any such funds after the termination of this Agreement, any such previously remitted funds shall be returned by the Servicer of Collections recipient thereof to the Collection Account pursuant Servicer. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to the preceding sentencehave been paid. (d) The Servicer may, the Paying Agent shall provide at any time upon one Business Day’s written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m.Deal Agent, New York City time, on each Deposit Date, setting forth make withdrawals from the amounts remitted by the Servicer on such date Collection Account (and, if in the Paying Agent fails case of clause (iii) and (vi) below, the Commitment Reserve Account, and, in the case of clause (vi) below, the Note Distribution Account) for the following purposes and at the following times: (i) on any Business Day, to provide withdraw solely from Collections on deposit in the Collection Account any amount received from an Obligor that is recoverable and sought to be recovered as a voidable preference by a trustee in bankruptcy pursuant to the Bankruptcy Code in accordance with a final, nonappealable order of a court having competent jurisdiction; (ii) on any Business Day, to withdraw any funds deposited in the Collection Account that were not required or permitted to be deposited therein or were deposited therein in error; (iii) on any Business Day during the Revolving Period, in the Servicer’s reasonable discretion, and subject to the delivery to the Indenture Trustee and the Owner TrusteeDeal Agent of a Borrowing Base Certificate dated as of such date and reflecting the application of Principal Collections as described in this clause (iii), with such written notice by 12 noon, New York City time, to remit solely from Principal Collections on such Deposit Date, then deposit in the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Principal Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 and from amounts on deposit in the phrase “payments made Commitment Reserve Account, on behalf of the Obligors” shall mean payments Issuer and in accordance with the applicable Underlying Loan Agreement, to any Obligor of a Committed Revolving Loan or Committed Delayed Draw Term Loan that is included in the Loan Pool at such time, funds constituting an additional advance made by Persons other than the Seller or the Servicer.Issuer in respect of its Loan Commitment under such Loan; (biv) Notwithstanding anything on any Transfer Date during the Revolving Period, if no Servicer Default or Event of Default then exists, to remit solely from Principal Collections on deposit in this Agreement the Principal Collection Account, on behalf of the Issuer, to the contraryOriginator cash consideration for any purchase of Additional Loans to be made on such Transfer Date pursuant to the terms of Section 2.02; (v) on any Business Day following the satisfaction and discharge of the Indenture, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in and the payment in full of a Receivable, the principal of and (i) interest on the Servicer discovers its error prior Notes and all other amounts owing to the Payment following such depositSecured Parties or any other Persons under the Transaction Documents, the Indenture Trustee, to remit to or at the written direction of the ServicerIssuer all funds remaining on deposit in the Collection Account, shall the Note Distribution Account and the Commitment Reserve Account; and (vi) on any Business Day during the Revolving Period, provided that no Servicer Default or Event of Default then exists, to withdraw such amounts Principal Collections arising from the sale of Agented Loans from the Principal Collection Account. (e) On any Business Day from and pay them after the occurrence of an Event of Default or any failure of any Noteholder to make advances to the Issuer under the terms of the Transaction Documents, the Servicer shall remit solely from Principal Collections on deposit in the Principal Collection Account and from amounts on deposit in the Commitment Reserve Account, on behalf of the Issuer and in accordance with the applicable Underlying Loan Agreement, to any Obligor of a Committed Revolving Loan or Committed Delayed Draw Term Loan included in the Loan Pool at such time, funds constituting an additional advance made by the Issuer in respect of its Loan Commitment under such Loan; provided that the Deal Agent shall have the right (but not the obligation) in its reasonable discretion to direct the Servicer to make such advances only to such Obligors and in respect of such Loans as are selected by the Deal Agent in its sole discretion. (f) On the Business Day preceding each Payment Date, the Servicer shall, or shall cause the Indenture Trustee to, withdraw from the Collection Account and the Commitment Reserve Account, as applicable, and remit to the Indenture Trustee for deposit in the Note Distribution Account, (i) the Collections received during the related Collection Period and remaining on deposit in the Collection Account as of the related Calculation Date and (ii) if such Payment Date occurs during the Servicer shall Revolving Period, all amounts on deposit in the Commitment Reserve Account, such sum to be deemed to have purchased such Receivable pursuant to Section 4.6 as held in trust for the benefit of the last day of the Collection Period during which such error shall have occurredPersons entitled thereto.

Collections. (a) The Servicer Unless otherwise directed by DFS, to expedite collection of Accounts for the benefit of DFS, Dealer shall remit daily within forty-eight hours notify all of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted its obligors to make payment of the Accounts to one or more lock-boxes under the sole control of DFS. The lock-box, and all accounts into which the proceeds of any such lock-box(es) are deposited, shall be established at banks selected by the Dealer and satisfactory to DFS in its sole discretion. Dealer shall issue to any such banks an irrevocable letter of instruction, in form and substance reasonably acceptable to DFS, directing such banks to deposit all payments or other remittances of Collections on a less frequent basis than that specified received in the lock-box to such account or accounts as DFS shall direct, for application against the outstanding balance of the Obligations. All funds deposited in the lock-box or any such account immediately preceding sentence. It is understood that shall become the property of DFS, and any disbursements of the proceeds in the lock-box or any such less frequent remittances may account will only be made only on to DFS. Dealer shall obtain the specific terms agreement of such banks to waive any offset rights against the funds so deposited. DFS assumes no responsibility for such lock-box arrangement, including, without limitation, any claim of accord and conditions set forth below satisfaction or release with respect to deposits which any banks accept thereunder. All remittances which Dealer receives in this Section 5.2 payment of any Accounts, and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions proceeds of any of the first sentence of this Section 5.2other Collateral, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as be: (i) the short-term certificate kept separate and apart from Dealer's own funds so that they are capable of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitch) and “A-1” by Standard & Poor’s, or the Rating Agency Condition is satisfied identification as a result of Collections being remitted on a monthly, rather than daily, basis and DFS' property; (ii) the Servicer held by Dealer as trustee of an express trust for DFS' benefit; and (iii) shall be Chase USA immediately deposited in such accounts designated by DFS. All proceeds received or JPMorgan Chasecollected by DFS with respect to Accounts, and reserves and other property of Dealer in possession of DFS at any time or times hereafter, may be held by DFS without interest to Dealer until all Obligations are paid in full or applied by DFS on account of the Obligations. DFS may release to Dealer such portions of such reserves and proceeds as DFS may determine. Upon remittance by the Servicer of Collections to occurrence and during the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (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 continuance of a ReceivableDefault, DFS may notify the obligors that the Accounts have been assigned to DFS, collect the Accounts directly in its own name and (i) charge the Servicer discovers its error prior collection costs and expenses, including attorneys' fees, to Dealer. DFS has no duty to protect, insure, collect or realize upon the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them Accounts to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurredpreserve rights in them.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s's, “"F1” " by Fitch (if rated by Fitch) and “"A-1” " by Standard & Poor’s'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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “"payments made on behalf of the Obligors” " shall mean payments made by Persons other than the Seller or the Servicer. (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 (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.

Collections. (a) The Servicer shall remit daily within forty-eight hours Until the Borrower’s authority to do so is terminated by the Bank pursuant to subsection (b) below, enforce and collect at the Borrower’s cost and expense in accordance with the collection practices customary in the Borrower’s business payment of receipt all amounts due and payable on or in respect of Loan Receivables relating to Eligible Loans specified as collateral on the Collection Account all Collections collected during written request by Borrower for the Collection Period. Chase USA has requested that, so long as it is acting Loan on the Bank’s behalf and for the Bank’s account as the ServicerBank’s property in trust for the Bank, and use the Servicer be permitted to make remittances proceeds of Collections on a less frequent basis than that specified in all such payments for 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 Borrower’s general business purposes so long as such terms and conditions are fulfilled. Accordingly, notwithstanding use is not inconsistent with the provisions of the first sentence of this Section 5.2Agreement. (b) At any time after a Default, the Servicer Bank may terminate the authority given to the Borrower in subsection (a) above whereupon (i) the Bank shall remit such collections have the right to send to the borrowers of Eligible Loans for which an Advance has been made, the Notices of Assignment executed and delivered by the Borrower concurrently herewith to be held by the Bank hereunder, or otherwise to notify and direct, and/or require the Borrower to notify and direct, all account debtors to make all payments on or in respect of Loan Receivables relating to Eligible Loans directly to the Bank for deposit into a special banking account maintained by the Bank over which the Bank has exclusive dominion, control and power of access and withdrawal (the “Collection Account”), (ii) unless otherwise agreed by the Bank, any cash, checks, drafts, money orders, instruments or other remittances on or with respect to Loan Receivables relating to Eligible Loans received by the Borrower shall be delivered to the Bank within one (1) day of receipt thereof by the Borrower for deposit to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m.precisely the form in which received, New York City time, on except for the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings addition thereto of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf endorsement of the Obligors” shall mean payments made by Persons Borrower where required for collection of any checks, drafts, money orders, instruments or other than remittances which endorsement the Seller or Borrower agrees to make and with respect thereto the Servicer. Borrower hereby waives notice of presentment, protest and non-payment, (biii) 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 pending such deposit, the Indenture TrusteeBorrower will not commingle any such cash, at checks, drafts, money orders, instruments or other remittances with other funds or property but will hold them separate and apart and in trust for the written direction Bank subject to the security interest and lien of the ServicerBank on the Collateral hereunder, and (iv) the Bank shall withdraw such amounts have the right at any time and pay them from time to time to apply funds held by it in the Collection Account to the Servicer payment of all or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as any part of the last day of Obligations, whether matured or unmatured, in such order and manner as the Collection Period during which such error shall have occurredBank may determine in its sole discretion.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as Obligors on or in respect of the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Receivables (excluding payments on the specific terms Warranty Receivables or the Administrative Receivables) and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no all Net Liquidation Proceeds not later than 11:00 a.m., New York City time, on the Deposit 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 (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2second Business Day after identification thereof. For purposes of this Section 5.2 Article V, the phrase “payments made received by or on behalf of the Obligors” shall mean payments made by Persons other than the Seller or Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “P-1” by Moody’s and NMAC’s short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor’s, Nissan Capital of America, Inc.’s short-term unsecured debt obligations) are rated “A-1” by Standard & Poor’s (so long as Moody’s and Standard & Poor’s are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”); the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. (b) The Indenture Trustee will promptly, on the date of receipt, deposit into the Collection Account all Net Swap Receipts received by it under the Interest Rate Swap Agreement in immediately available funds. (c) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (d) The Servicer shall give 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). (e) Notwithstanding anything in this Agreement to the contraryforegoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer inadvertently deposits amounts provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that it mistakenly believes are Collections resulting such alternative remittance schedule will not result in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following downgrading or withdrawal by such deposit, the Indenture Trustee, at the written direction Rating Agency of the Servicer, shall withdraw such amounts and pay them ratings then assigned to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as any Class of the last day of the Collection Period during which such error shall have occurredNotes.

Collections. (a) The Servicer In the event that an Originator believes that funds which are not Collections of Transferred Assets have been deposited into an account of the Purchaser or the Purchaser's assignee, such Originator shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, notify the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in who shall so advise the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City timePurchaser and, on the Deposit DateBusiness Day following such identification, 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 (if rated by Fitch) and “A-1” by Standard & Poor’sPurchaser shall remit, or the Rating Agency Condition is satisfied as a result of Collections being remitted on a monthlyshall cause to be remitted, rather than daily, basis and (ii) the Servicer shall be Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections all funds so deposited which are identified to the Collection Account pursuant Purchaser's satisfaction to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicerapplicable Originator. (b) Notwithstanding anything in this Agreement On each Settlement Date, the Purchaser shall pay to the contraryapplicable Originator accrued interest on the Subordinated Loan and the Purchaser may, if at its option, prepay in whole or in part the Servicer inadvertently deposits amounts principal amount of the Subordinated Loan; provided that it mistakenly believes are Collections resulting in the each such payment in full of a Receivable, and shall be made solely from (i) Collections of Transferred Assets after all other amounts then due from the Purchaser under the Secondary Purchase Agreement and from the Borrower under the Financing Agreement have been paid in full and all amounts then required to be set aside by the Purchaser under the Secondary Purchase Agreement and by the Borrower or the Servicer discovers its error prior to under the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts Financing Agreement have been so set aside and pay them to the Servicer or (ii) excess cash flow from operations of the Servicer Purchaser which is not required to be applied to the payment of other obligations of the Purchaser under the Secondary Purchase Agreement; and provided further, that no such payment shall be made at any time when an Event of Termination shall have occurred and be continuing. At such time following the Facility Termination Date and the RFA Final Payment Date when all amounts owed by the Purchaser under the Secondary Purchase Agreement shall have been paid in full, the Purchaser shall apply, on each Settlement Date, all other Collections of Transferred Assets received by the Purchaser and not previously distributed first to the payment of accrued interest on the Subordinated Loan, and then to the reduction of the principal amount of the Subordinated Loan. (c) If on any day any Transferred Asset becomes (in whole or in part) a Diluted Receivable, the Originator which originated such Transferred Asset shall be deemed to have purchased received on such Receivable pursuant to Section 4.6 as day a Collection of such Transferred Asset in the last day amount of the Collection Period during which such error shall have occurred.Diluted

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as Obligors on or in respect of the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Receivables (excluding payments on the specific terms Warranty Receivables or the Administrative Receivables) and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no all Net Liquidation Proceeds not later than 11:00 a.m., New York City time, on the Deposit 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 (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2second Business Day after identification thereof. For purposes of this Section 5.2 Article V, the phrase “payments made received by or on behalf of the Obligors” shall mean payments made by Persons other than the Seller or Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by Moody’s and NMAC’s short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor’s, Nissan Capital of America, Inc.’s short-term unsecured debt obligations) are rated “A-1” by Standard & Poor’s (so long as Moody’s and Standard & Poor’s are Rating Agencies), or (B) certain arrangements are made that are acceptable to the 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 shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. (b) The Indenture Trustee will promptly, on the date of receipt, deposit into the Collection Account all Net Swap Receipts received by it under the Interest Rate Swap Agreement in immediately available funds. 38 (Nissan 2008-A Sale and Servicing Agreement) (c) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (d) The Servicer shall give 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). (e) Notwithstanding anything in this Agreement to the contraryforegoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer inadvertently deposits amounts provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that it mistakenly believes are Collections resulting such alternative remittance schedule will not result in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following downgrading or withdrawal by such deposit, the Indenture Trustee, at the written direction Rating Agency of the Servicer, shall withdraw such amounts and pay them ratings then assigned to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as any Class of the last day of the Collection Period during which such error shall have occurredNotes.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as Obligors on or in respect of the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Receivables (excluding payments on the specific terms Warranty Receivables or the Administrative Receivables) 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 all Net Liquidation Proceeds not later than the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2Business Day after receipt thereof. For purposes of this Section 5.2 Article V, the phrase “"payments made received by or on behalf of the Obligors” " shall mean payments made by Persons other than the Seller or Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the "Monthly Remittance Conditions"); the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis not later than the first Business Day after receipt thereof. (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an (Nissan 2005-A Sale and Servicing Agreement) Officer's Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding anything in this Agreement to the contraryforegoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer inadvertently deposits amounts provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that it mistakenly believes are Collections resulting such alternative remittance schedule will not result in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following downgrading or withdrawal by such deposit, the Indenture Trustee, at the written direction Rating Agency of the Servicer, shall withdraw such amounts and pay them ratings then assigned to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as any Class of the last day of the Collection Period during which such error shall have occurredNotes.

Collections. (a) The Servicer shall remit daily within forty-eight hours In the event that the Seller believes that funds which are not Collections of receipt to Transferred Assets have been deposited into an account of the Collection Account all Collections collected during Purchaser or the Collection Period. Chase USA has requested that, so long as it is acting as the ServicerPurchaser's assignee, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, Seller shall notify the Servicer who shall remit such collections to so advise the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City timePurchaser and, on the Deposit DateBusiness Day following such identification, 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 (if rated by Fitch) and “A-1” by Standard & Poor’sPurchaser shall remit, or the Rating Agency Condition is satisfied as a result of Collections being remitted on a monthlyshall cause to be remitted, rather than daily, basis and (ii) the Servicer shall be Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections all funds so deposited which are identified to the Collection Account pursuant Purchaser's satisfaction to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the ServicerSeller. (b) Notwithstanding anything in this Agreement On each Settlement Date, the Purchaser shall pay to the contrarySeller accrued interest on the Subordinated Loan and the Purchaser may, if at its option, prepay in whole or in part the Servicer inadvertently deposits principal amount of the Subordinated Loan; provided that each such payment shall be made solely from Collections of Transferred Assets after all other amounts then due from the Purchaser under the Financing Agreement have been paid in full and all amounts then required to be set aside by the Purchaser under the Financing Agreement have been so set aside; and provided further, that it mistakenly believes are no such payment shall be made at any time when an Event of Termination shall have occurred and be continuing. At such time following the Facility Termination Date and SECONDARY PURCHASE AGREEMENT the RFA Final Payment Date, the Purchaser shall apply, on each Settlement Date, all other Collections resulting in of Transferred Assets received by the Purchaser and not previously distributed first to the payment of accrued interest on the Subordinated Loan, and then to the reduction of the principal amount of the Subordinated Loan. (c) If on any day any Transferred Asset becomes (in full of whole or in part) a Diluted Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer Seller shall be deemed to have purchased received on such day a Collection of such Transferred Asset in the amount of such Diluted Receivable. The Seller shall pay to the Purchaser on or prior to the next Business Day all amounts deemed to have been received pursuant to this subsection. (d) Upon discovery by the Seller or the Purchaser of any breach of the representation and warranty made in Section 3.01(j) with respect to any Transferred Receivable, the party discovering the same shall give prompt written notice thereof to the other parties hereto. The Seller shall, on the Business Day following such notice, repurchase the affected Transferred Receivable, at the option of the Seller, either (i) by making a cash payment to the Purchaser in an amount equal to the Repurchase Price (defined below), or (ii) so long as no "Event of Termination" under, and as defined in, the Financing Agreement has occurred, and no Pool Non-compliance Date has occurred and is continuing under (and as defined in) the Financing Agreement, by either (x) reducing the principal amount of the Subordinated Note due to the Seller by the amount of the Repurchase Price (defined below) or (y) transferring ownership of a new Eligible Receivable to the Purchaser on such Business Day having an Outstanding Balance at least equal to the Repurchase Price. The "Repurchase Price" for any Purchased Receivable to be repurchased under this Section 2.03(d) shall equal the Purchase Price paid for such Receivable by the Purchaser minus Collections received in respect thereof minus any payments or offsets made by the Seller to the Purchaser in respect of Dilution Factors relating to such Transferred Receivable. Simultaneously upon the payment to the Purchaser, or transfer to the Purchaser of Eligible Receivables in respect of, the Repurchase Price for any such repurchased Transferred Receivable, such Transferred Receivable and all Transferred Assets relating solely to such Transferred Receivable shall automatically be reconveyed by the Purchaser to the Seller without any further action by the Purchaser or any other Person, and the Purchaser shall have no further rights with respect thereto. Each party hereto shall, at the Seller's expense, take any action the other party may reasonably request to further evidence such reconveyance. The Seller's obligation to reacquire Transferred Receivables pursuant to this Section 4.6 2.03(d) shall, upon satisfaction thereof, constitute the sole remedy (except for any obligation under Section 6.01 hereof) respecting the event giving rise to such obligation and is expressly limited to the Transferred Receivable affected by such event. Except as expressly provided in this Section 2.03, the Seller shall not have any right or obligation under this Agreement, by implication or otherwise, to repurchase from the Purchaser any Transferred Assets or to rescind or otherwise retroactively affect any transfer of any Transferred Assets after the date on which such Transferred Assets are transferred by the Purchaser hereunder. (e) Except as stated in subsection (c) or (d) of this Section 2.03 or as otherwise required by law or the underlying Contract, all Collections from an Obligor of any Transferred Receivable shall be applied to the Receivables of such Obligor in the order of the last day age of such Receivables, starting with the Collection Period during which oldest such error shall have occurred.Receivable, unless such Obligor designates its payment for application to specific Receivables. SECONDARY PURCHASE AGREEMENT

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as Obligors on or in respect of the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Receivables (excluding payments on the specific terms Warranty Receivables or the Administrative Receivables) 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 all Net Liquidation Proceeds not later than the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2Business Day after receipt thereof. For purposes of this Section 5.2 Article V, the phrase “"payments made received by or on behalf of the Obligors” " shall mean payments made by Persons other than the Seller or Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer. , (bii) Notwithstanding anything in this Agreement (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a ReceivableRating Agencies, and (iiii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the Servicer discovers its error prior to appropriate Securityholders), except that 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 requirement in clause (ii) shall not apply if only the Class C Certificates are outstanding and the Class C Certificates do not have an investment grade rating, (collectively, the "Monthly Remittance Conditions"); the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as immediately deposited into the Collection Account and all future collections on or in respect of the last day of 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 Period during which such error shall have occurredAccount on a daily basis not later than the first Business Day after receipt thereof.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, amounts received by the Servicer be permitted on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to make remittances Purchased Receivables) as soon as practicable and in no event after the close of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only business on the specific terms and conditions set forth below in this Section 5.2 and only for so long as second Business day after such terms and conditions are fulfilled. Accordinglyreceipt; provided, notwithstanding the provisions of the first sentence of this Section 5.2however, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only that for so long as (i) CarMax is the short-term certificate Servicer, (ii) no Event of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch Servicing Termination shall have occurred and be continuing and (if rated by Fitchiii) and “A-1” by Standard & Poor’s, or the Rating Agency Condition is shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance Condition"), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as a result of Collections being remitted on a monthly, rather than daily, basis the Closing Date). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the Servicer shall be Chase USA or JPMorgan Chase. Upon definition of Monthly Remittance Condition that would require daily remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice of such event or circumstance from the Insurer (if no later Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 11 a.m.25% of the Note Balance or the Holders of Certificates evidencing not less than 25% of the Certificate Balance or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, New York City timeas applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on each Deposit Date, setting forth the Closing Date all amounts remitted received by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf or in respect of the Obligors” shall mean payments made Receivables (including Liquidation Proceeds and all amounts received by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in connection with the payment in full repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable, )) during the period from but excluding the Cutoff Date to and (i) including the Servicer discovers its error prior to second Business Day preceding the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurredClosing Date.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Lockbox Account or the Collection Account all Collections collected during payments by or on behalf of the Collection Period. Chase USA has requested thatObligors on the Loans, so long as it is acting as all Insurance Proceeds, all Liquidation Proceeds and proceeds from any Guaranties and received directly by the Servicer, notwithstanding the Servicer be permitted Servicer's notice to make remittances of Collections on a less frequent basis than that specified each Obligor pursuant to Section 3.12, within two Business Days after receipt thereof. Any available funds in the immediately preceding sentenceLockbox Account shall be deposited into the Collection Account no later than the second Business Day following the date of receipt thereof. It is understood that such less frequent remittances may be made only on Notwithstanding 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 5.2foregoing, the Servicer shall not be required to remit such collections Collections within such two Business Days but may remit Collections received during a Monthly Period to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, second Business Day preceding the related Distribution Date but only for so long as (i) ALS is the Servicer, (ii) (x) the Servicer satisfies the requirements for monthly remittances established by the Rating Agencies, and upon the satisfaction of such requirements, the Rating Agencies reaffirm the rating of the Securities at the level at which they would be rated if Collections were remitted within two Business Days or (y) the short-term certificate unsecured debt obligations of deposit ratings of the Servicer ALS are rated at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitch) and “A-1” + by Standard & Poor’s's Ratings Services and P-1 by ▇▇▇▇▇'▇ Investors Service, (iii) a Servicer Default, an Event of Default or the Rating Agency Condition is satisfied as a result of Collections being remitted on a monthly, rather than daily, basis Early Payout Event shall not have occurred and be continuing and (iiiv) the Servicer Insurer shall have given its consent thereto. The Indenture Trustee shall not be Chase USA deemed to have knowledge of any event or JPMorgan Chase. Upon circumstance under clause (iii) of the immediately preceding sentence that would require remittance within two Business Days by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to unless the Indenture Trustee and has received notice of such event or circumstance from the Owner Trustee no later than 11 a.m.Insurer, New York City time, on each Deposit Date, setting forth the amounts remitted by Seller or the Servicer on in an Officer's Certificate or from Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Voting Notes as of the close of the preceding Distribution Date or unless a Responsible Officer in the Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2event or circumstance. For purposes of this Section 5.2 Article V the phrase “"payments made by or on behalf of the Obligors” " shall mean payments made by Persons other than the Seller or Servicer. Based upon the amounts set forth in the Servicer. (b) Notwithstanding anything in this Agreement to the contrary's Certificate, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed direct the Indenture Trustee to have purchased such Receivable pursuant distribute the Available Amount in the Collection Account according to the priority set forth in Section 4.6 as 8.2 of the last day of the Collection Period during which such error shall have occurredIndenture.

Collections. (a) The Servicer shall remit daily within forty-eight hours two Business Days of receipt thereof to the Collection Account all Collections payments by or on behalf of the Obligors with respect to the Trust Student Loans (other than Purchased Student Loans), and all Liquidation Proceeds, both as collected during the Collection Period. Chase USA has requested that, so long as it is acting as and the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer Eligible Lender Trustee shall remit such collections within two Business Days of receipt thereof to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m.any Interest Subsidy Payments and Special Allowance Payments received by it with respect to the Trust Student Loans during the Collection Period. Notwithstanding the foregoing, New York City time, on the Deposit Date, but only for so long as (i) the senior unsecured obligations of the Administrator (or any affiliate of the Administrator which guarantees the obligations of the Administrator hereunder) shall have been assigned a longterm rating of not less than "AA-" (or equivalent rating) or a short-term certificate rating of deposit not less than "A-1" (or equivalent rating) by each of the Rating Agencies or the remitting by the Servicer and the Eligible Lender Trustee of the amounts referred to in this Section 2.4 to the Administrator will not result in a downgrading or withdrawal of any of the then current ratings of any of the Servicer are at least P-1 Securities by Moody’s, “F1” by Fitch (if rated by Fitch) and “A-1” by Standard & Poor’s, or any of the Rating Agency Condition is satisfied as a result of Collections being remitted on a monthly, rather than daily, basis Agencies and (ii) no Administrator Default shall have occurred and be continuing, the Servicer and the Eligible Lender Trustee shall be Chase USA or JPMorgan Chase. Upon remittance by remit such collections within two Business Days of receipt thereof to the Servicer of Collections to Administrator, and the Administrator need not deposit such collections into the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (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 until one Business Day immediately prior to the next following Monthly Servicing Payment following Date (in an amount up to the Servicing Fee then due) or Distribution Date together with interest on such deposit, amounts (less Servicing Fees paid during such period) calculated on a daily basis from the Indenture Trustee, at the written direction first day of the Servicer, shall withdraw such amounts and pay them to month following receipt thereof by the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of Administrator through the last day of the related Collection Period during at a rate equal to the Federal Funds Rate less .20%; provided, however, that, if the Administrator (and each such Affiliate which guarantees the obligations of the Administrator) is rated below AA- and A-1+ by Standard & Poor's, the Administrator shall deposit all such error collections into the Collection Account at least as frequently as the next following Monthly Servicing Payment Date, unless less frequent deposits will not result in a downgrading or withdrawal of Standard & Poor's then current ratings on the Notes or the Certificates. In the event that any of the foregoing conditions for ceasing daily remittances shall have occurredno longer be satisfied, then the Administrator shall deposit all collections held by it into the Collection Account within two Business Days thereof.

Collections. (a) The Master Servicer shall remit daily within forty-eight hours of receipt or ----------- cause to be remitted by wire transfer to the Collection Account all Collections collected during the Collection Period. Chase USA has requested thatAccount, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as appropriate (i) within five Business Days after the shortClosing Date, the aggregate amount of all Collections received by the Master Servicer from but excluding the Cut-term certificate of deposit ratings of Off Date through and including the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Closing Date and (ii) beginning from and excluding the Closing Date, all Collections (other than penalty interest, late charges, prepayment penalties and premiums, modification fees and assumption and substitution fees and Escrow Amounts), including all payments by or on behalf of the Mortgagors on the Mortgage Loans and all amounts with respect to the Mortgage Loans, as collected not later than one Business Day following the Business Day on which such amounts are received by the Lock-Box Bank (or by the Master Servicer directly and are identified by the Master Servicer as relating to the Mortgage Loans); provided, however, that it shall not be necessary for -------- ------- the Master Servicer to remit Collections on any Business Day when the aggregate amount in the Master Servicer's possession from the Collections prior to such Business Day is less than $1,000. (b) The Master Servicer shall be Chase USA or JPMorgan Chase. Upon remittance provide the Lock-box Bank with instructions to transfer by wire transfer in immediately available funds all amounts on deposit in the Servicer of Lock-box Account which constitute Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth Business Day during the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes term of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the ServicerAgreement. (bc) Notwithstanding anything in this Agreement On each Determination Date, the Master Servicer shall determine the Available Distribution Amount. (d) On each Master Servicer Remittance Date, the Master Servicer shall direct the Trustee to remit to the contraryMaster Servicer the aggregate Master Servicing Fees, if and to pay to the Servicer inadvertently deposits Trustee the Trustee's Fee, in each case from amounts that it mistakenly believes are Collections resulting then on deposit in the payment in full of a ReceivableCollection Account, and (i) to deposit the Servicer discovers its error prior Available Distribution Amount to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurredCertificate Account.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s's, “"F1” " by Fitch (if rated by Fitch) and “"A-1” " by Standard & Poor’s'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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “"payments made on behalf of the Obligors” " shall mean payments made by Persons other than the Seller or the Servicer. (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 (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as Obligors on or in respect of the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Receivables (excluding payments on the specific terms Warranty Receivables or the Administrative Receivables) 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 all Net Liquidation Proceeds not later than the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2Business Day after receipt thereof. For purposes of this Section 5.2 Article V, the phrase “"payments made received by or on behalf of the Obligors” " shall mean payments made by Persons other than the Seller or Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the "Monthly Remittance Conditions"); the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis not later than the first Business Day after receipt thereof. (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (Nissan 2003-B Sale and Servicing Agreement) (d) Notwithstanding anything in this Agreement to the contraryforegoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer inadvertently deposits amounts provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that it mistakenly believes are Collections resulting such alternative remittance schedule will not result in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following downgrading or withdrawal by such deposit, the Indenture Trustee, at the written direction Rating Agency of the Servicer, shall withdraw such amounts and pay them ratings then assigned to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as any Class of the last day of the Collection Period during which such error shall have occurredNotes.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt Notwithstanding anything to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified contrary in the immediately preceding sentence. It is understood Servicing Agreement, Servicer hereby agrees 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 it shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) maintain at ▇▇▇▇▇ Fargo Bank, National Association, for the short-term certificate duration of deposit ratings the Repurchase Agreement, a Servicer Account (as defined in the Servicing Agreement), which shall not be commingled with any other moneys other than Income relating to the Purchased Assets (such account, the “Servicer Account”), (ii) give Buyer written notice of any change of the location or account number of the Servicer are at least P-1 Account promptly after the date of such change, (iii) deposit any and all Income received by Moody’s, “F1” by Fitch (if rated by Fitch) and “A-1” by Standard & Poor’s, or Servicer relating to the Rating Agency Condition is satisfied as a result of Collections being remitted on a monthly, rather than daily, basis and (ii) Purchased Assets into the Servicer shall be Chase USA Account (other than payments received with respect to a Purchased Asset that are designated for payment of escrows or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account reserves pursuant to the preceding sentenceexpress terms of the Purchased Asset Documents, which payments shall be deposited into the Paying Agent shall provide written notice Escrow Account (as defined in the Servicing Agreement)), (iv) within two (2) Business Days of receipt thereof by Servicer, remit to the Indenture Trustee Waterfall Account (as defined below) all Income consisting of Significant Principal Prepayments (as defined in the Servicing Agreement) or any scheduled principal payments in full at maturity in an amount greater than or equal to $1,000,000 in respect of any Purchased Asset and (v) on the Owner Trustee no later than 11 a.m.Remittance Date (as defined in the Servicing Agreement), New York City timeremit all other Income (excluding Permitted Retained Amounts (as defined below) and funds in the Escrow Account, on each Deposit Datebut including funds released from the Escrow Account to the extent such amounts would otherwise be released to Seller or its Affiliates in accordance with the related Purchased Asset Documents) related in any way to the Purchased Assets, setting forth the amounts remitted by including all such Income in the Servicer on Account, and all such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made other amounts related to the Collection Account Purchased Assets that are otherwise required to be remitted to Seller or any other Person pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase Servicing Agreement, in accordance with the wiring instructions provided below (such account information, being the “payments made on behalf of Waterfall Account” referred to in the Obligors” Repurchase Agreement), or in accordance with any other instructions that may be delivered to Servicer by Buyer or its designee in accordance with the Repurchase Agreement: Bank: [***] ABA#: [***] Acct#: [***] Acct Name: [***] Under no circumstances shall mean payments made Servicer remit any such amounts in accordance with any instructions delivered to Servicer by Persons Seller, or any other Person (other than Buyer or Buyer’s designee), without ▇▇▇▇▇’s prior written consent. To the Seller or the Servicer. (b) Notwithstanding anything in this Agreement extent Buyer requires a change to the contraryremittances or collections, if such change must be made pursuant to a Wire Transfer Services Agreement (a form of which is attached hereto as Exhibit C) delivered to the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and at least two (i2) the Servicer discovers its error Business Days prior to the Payment following such deposit, Remittance Date (as defined in the Indenture Trustee, at Servicing Agreement) and signed by an authorized officer of Buyer identified on the written direction certificate of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 authority attached hereto as of the last day of the Collection Period during which such error shall have occurred.Exhibit D.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt Subject to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2subsections (b) and (c) below, the Servicer shall remit such collections to the Collection Certificate Account in Automated Clearinghouse Corporation next-day funds all payments by or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” Obligors on the Receivables, including all Liquidation Proceeds and Recoveries received by the Servicer during any Collection Period, as soon as practicable, but in no event after the close of business (New York time) on the second Business Day after receipt thereof. Subject to the provisions of subsection (c) hereof, on the Closing Date, the Servicer shall mean deposit in the Certificate Account all payments made by Persons other than or on behalf of the Seller Obligors on the Receivables received by the Servicer after the close of business of the Servicer on the Cutoff Date and on or prior to the Servicersecond Business Day immediately preceding the Closing Date. (b) Notwithstanding anything in this Agreement to the contraryprovisions of Section 4.2(a), 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 shall have the Required Rating or (ii) (a) the Servicer shall have obtained a letter of credit or surety bond (or similar form of performance guaranty) in favor of the Trustee, on behalf of the Trust and the Certificateholders, providing that the Trustee may demand payment (up to the Payment following such depositamount then available thereunder) in the event that the Servicer fails to make any payment or deposit required hereunder and (b) the Trustee shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, the Indenture Trustee, at Servicer may deposit the written direction amounts referred to in subsection (a) above into the Certificate Account not later than the opening of business on the Deposit Date immediately succeeding the last day of the Servicerrelated Collection Period, shall withdraw such amounts and pay them to for so long as the Servicer shall have the Required Rating or such letter of credit, surety bond or similar form of performance guaranty is in full force and effect, as the case may be; provided, however, that (i) if an Event of Servicing Termination has occurred and is continuing, (ii) the Servicer shall be deemed to have purchased has been terminated as such Receivable pursuant to Section 4.6 9.1 or (iii) the Servicer ceases to have the Required Rating (and the Servicer has not obtained a letter of credit (or similar form of performance guaranty) satisfying the conditions specified above), the Servicer shall deposit such amounts (including any amounts then being held by the Servicer) into the Certificate Account as provided in Section 4.2(a). Notwithstanding the foregoing, the provisions of the last day proviso to the preceding sentence shall not be applicable to a successor servicer solely by reason of the occurrence of an event specified in clauses (i), (ii) and (iii) of such proviso with respect to the outgoing Servicer. Following the occurrence of an event specified in clauses (i), (ii) or (iii) in the preceding proviso, on a monthly basis, all Collections shall be segregated by book-entry or similar form of identification on the Servicer's books and records and identified as the property of the Trust. The Servicer shall promptly notify the Trustee in writing if it shall obtain or lose the Required Rating or the benefit of such letter of credit, surety bond, or similar form of performance guaranty. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer may retain, or will be entitled to be reimbursed, from amounts otherwise payable into, or on deposit in, the Certificate Account with respect to a Collection Period during and the Receivables originated by it any amounts previously deposited in the Certificate Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which such error the Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall have occurrednot be included in Collections with respect to the related Distribution Date. (d) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Certificate Account as soon as practicable, but in no event later than the close of business (New York time) on the second Business Day after receipt thereof by the subservicer (but subject to the provisions of Section 4.2 (b) and the limitations contained in Section 4.2(c) of this Agreement) the amounts referred to in Section 4.2(a) in respect of a Receivable being serviced by the subservicer.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long Except as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2provided below, the Servicer shall remit deposit all Collections in the Collection Account as promptly as possible after the Date of Processing of such collections Collections, but in no event later than the second Business Day following such Date of Processing. In the event of the insolvency of the Transferor, 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 an Eligible Institution other than the Transferor in accordance with subsection 4.2(a), and in no such event shall the Servicer deposit any Collections thereafter into any account established, held or maintained with the Transferor. 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 amounts from the Collection Account in Automated Clearinghouse Corporation next-day funds accordance with this Article IV, as modified by any Supplement. The Servicer shall make such deposits or immediately available funds no later than 11:00 a.m., New York City time, payments on the Deposit Date, but only date indicated therein by wire transfer or as otherwise provided in the Supplement for so long as (i) the short-term certificate any Series of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan ChaseCertificates with respect to such Series. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if for so long as, and only so long as, FBS Card Services, Inc. or other Affiliate of the Transferor shall remain the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivablehereunder, and (a)(i) the Servicer provides to the Trustee a letter of credit or other credit support that satisfies the Rating Agency Condition or (b) the Transferor or First Bank System, Inc. shall have and maintain a certificate of deposit or commercial paper rating of P-1 by Moody's and of A-1 by Standard & Poor's, the Servicer need not deposit Collections into the Collection Account, the Excess Funding Account or any Series Account, as provided in any Supplement, or make payments to the Holder of the Exchangeable Transferor Certificate, on a daily basis 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 this paragraph. If at any time the Servicer shall qualify to make deposits on the Transfer Date as provided in this paragraph (or shall cease to be so qualified) the Servicer shall deliver an Officer's Certificate to the Trustee stating that the criteria set forth in (a) 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 Collection Period, whether the Servicer is required to make monthly or daily deposits into the Collection Account, the Excess Funding Account or any Series Account, as provided in any Supplement, (i) the Servicer discovers its error will only be required to deposit Collections from the Collection Account into the Excess Funding 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 Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them related Distribution Date to Investor Certificateholders or to any Enhancement Provider pursuant to the Servicer terms of any Supplement or agreement relating to such 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 (i) above, the Servicer shall will be deemed permitted to have purchased such Receivable pursuant to Section 4.6 as of withdraw the last day of excess from the Collection Period during which such error shall have occurredAccount.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s's, “"F1” " by Fitch (if rated by Fitch) and “"A-1” " by Standard & Poor’s'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 Chase USA or JPMorgan ChaseChase Bank. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “"payments made on behalf of the Obligors” " shall mean payments made by Persons other than the Seller or the Servicer. (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 (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as Obligors on or in respect of the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Receivables (excluding payments on the specific terms Warranty Receivables or the Administrative Receivables) 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 all Net Liquidation Proceeds not later than the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2Business Day after receipt thereof. For purposes of this Section 5.2 Article V, the phrase “"payments made received by or on behalf of the Obligors” " shall mean payments made by Persons other than the Seller or Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the (Nissan 2004-C Sale and Servicing Agreement) Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the "Monthly Remittance Conditions"); the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis not later than the first Business Day after receipt thereof. (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but 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 anything in this Agreement to the contraryforegoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer inadvertently deposits amounts provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that it mistakenly believes are Collections resulting such alternative remittance schedule will not result in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following downgrading or withdrawal by such deposit, the Indenture Trustee, at the written direction Rating Agency of the Servicer, shall withdraw such amounts and pay them ratings then assigned to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as any Class of the last day of the Collection Period during which such error shall have occurredNotes.

Collections. (aA) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s's, “"F1” " by Fitch (if rated by Fitch) and “"A-1” " by Standard & Poor’s'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 Chase USA or JPMorgan ChaseChase Bank. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “"payments made on behalf of the Obligors” " shall mean payments made by Persons other than the Seller or the Servicer. (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 (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as Obligors on or in respect of the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Receivables (excluding payments on the specific terms Warranty Receivables or the Administrative Receivables) and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no all Net Liquidation Proceeds not later than 11:00 a.m., New York City time, on the Deposit 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 (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2second Business Day after identification thereof. For purposes of this Section 5.2 Article V, the phrase “payments made received by or on behalf of the Obligors” shall mean payments made by Persons other than the Seller or Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by Moody’s, NMAC’s short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor’s, Nissan Capital of America, Inc.’s short-term unsecured debt obligations) are rated “A-1” by Standard & Poor’s and NMAC’s short-term unsecured debt obligations are rated at least “F1+” by Fitch (so long as Moody’s, Standard & Poor’s and Fitch are Rating Agencies), or (B) certain arrangements are made that are acceptable to the 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 shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. (b) The Indenture Trustee will promptly, on the date of receipt, deposit into the Collection Account all Net Swap Receipts received by it under the Interest Rate Swap Agreement in immediately available funds. (c) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (d) The Servicer shall give (i) the Owner Trustee and the Indenture Trustee written notice as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof and (ii) each Rating Agency prompt written notice of the 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). (e) Notwithstanding anything in this Agreement to the contraryforegoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer inadvertently deposits amounts provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that it mistakenly believes are Collections resulting such alternative remittance schedule will not result in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following downgrading or withdrawal by such deposit, the Indenture Trustee, at the written direction Rating Agency of the Servicer, shall withdraw such amounts and pay them ratings then assigned to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as any Class of the last day of the Collection Period during which such error shall have occurredNotes.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below described in this Section 5.2 Article IV and only for so long in each Supplement. Except as such terms and conditions are fulfilled. Accordingly, notwithstanding otherwise provided below or as expressly provided in any Supplement with respect to Collections allocated to the provisions of the first sentence of this Section 5.2related Series, the Servicer shall remit such collections to deposit Collections into the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Datesecond Business Day following the Date of Processing of such Collections. Subject to the express terms of any Supplement, 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 (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (b) Notwithstanding notwithstanding anything else in this Agreement to the contrary, if for so long as The Travelers Bank remains the Servicer inadvertently and (x) The Travelers Bank maintains a certificate of deposit rating of A-1 or better by Standard & Poor's and P-1 by Moody's (or such other rating below A-1 or P-1, as the case may be, which is satisfactory to each Rating Agency), (y) Commercial Credit Company has a commercial paper rating of at least A-1 and P-1 by Standard & Poor's and Moody's, The Travelers Bank remains a direct or indirect majority-owned Travelers Group Inc. subsidiary and certain other arrangements are made satisfactory to each Rating Agency or (z) any other arrangement that satisfies the Rating Agency Condition, the Servicer need not make daily deposits amounts that it mistakenly believes are of collections into the Collection Account, but may make a single monthly deposit into the Collection Account in immediately available funds. 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 resulting in pursuant to the payment in full of a Receivablefirst or the second preceding sentence, and (i) the Servicer discovers its error 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 Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the Servicer terms of any Supplement or Enhancement Agreement 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 (i) above, the Servicer shall will be deemed permitted to have purchased such Receivable pursuant to Section 4.6 as of withdraw the last day of excess from the Collection Period during which such error shall have occurredAccount.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long Except as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2provided below, the Servicer shall remit such collections to deposit all Collections in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in Automated Clearinghouse Corporation next-day funds no event later 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, 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 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 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 in immediately available funds no later than 11:00 a.m., New York City time, on or as otherwise provided in the Deposit Date, but only Supplement for so long as (i) the short-term certificate any Series of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan ChaseCertificates with respect to such Series. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if for so long as, and only so long as, DNB shall remain the Servicer inadvertently deposits amounts hereunder, and (a)(i) the Servicer provides to the Trustee a letter of credit covering risk collection of the Servicer acceptable to each Rating Agency, and (ii) the Transferor shall not have received a notice from any Rating Agency that it mistakenly believes are Collections resulting such letter of credit would result in the payment lowering of such Rating Agency's then-existing rating of the Investor Certificates, (b) Dillard's (so long as the Servicer is wholly-owned by Dillard's) shall have and maintain a long-term unsecured debt rating in full one of a Receivablethe four highest categories assigned by each of Moody's and Standard & Poor's or (c) such other arrangement is made by the Servicer which is approved in writing by the Rating Agencies, the Servicer need not deposit Collections into the Collection Account, the Principal Account, the Finance Charge Account, the Excess Funding Account or any Series Account, as provided in any Supplement, or make payments to the Holder of the Transferor Certificate 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 this paragraph. 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, the Excess Funding Account or any Series Account, as provided in any Supplement, (i) the Servicer discovers its error will only be required to deposit Collections from the Collection Account into the Finance Charge Account, the Principal Account, the Excess Funding Account or any Series Account in an amount equal to the lesser of (x) the amount required to be deposited into any such deposit account pursuant to the terms of this Agreement or any Supplement and (y) the amount required to be distributed on or prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them related Distribution Date to Investor Certificateholders or to any Credit Enhancement Provider pursuant to the Servicer 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 (i) above, the Servicer shall will be deemed permitted to have purchased such Receivable pursuant to Section 4.6 as of withdraw the last day of excess from the Collection Period during which such error shall have occurredAccount.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection ----------- Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, amounts received by the Servicer be permitted on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to make remittances Purchased Receivables) as soon as practicable and in no event after the close of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only business on the specific terms and conditions set forth below in this Section 5.2 and only for so long as second Business day after such terms and conditions are fulfilled. Accordinglyreceipt; provided, notwithstanding the provisions of the first sentence of this Section 5.2however, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only that for so long as (i) CarMax is the short-term certificate Servicer, -------- ------- (ii) no Event of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch Servicing Termination shall have occurred and be continuing and (if rated by Fitchiii) and “A-1” by Standard & Poor’s, or the Rating Agency Condition is shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance Condition"), ---------------------------- the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as a result of Collections being remitted on a monthly, rather than daily, basis the Closing Date). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the Servicer shall be Chase USA or JPMorgan Chase. Upon definition of Monthly Remittance Condition that would require daily remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no later Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 11 a.m.25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, New York City timeas applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on each Deposit Date, setting forth the Closing Date all amounts remitted received by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf or in respect of the Obligors” shall mean payments made Receivables (including Liquidation Proceeds and all amounts received by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in connection with the payment in full repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable, )) during the period from but excluding the Cutoff Date to and (i) including the Servicer discovers its error prior to second Business Day preceding the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurredClosing Date.

Collections. (a) The Servicer Unless otherwise directed by CDF, to expedite collection of Accounts for the benefit of CDF, Dealer shall remit daily within forty-eight hours notify all of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted its obligors to make payment of the Accounts to one or more lock-boxes. The lock-box(es), and all accounts into which the proceeds of any such lock-box(es) are deposited, shall be established and maintained at banks selected by the Dealer and satisfactory to CDF in its sole discretion. Dealer shall issue to any such banks an irrevocable letter of instruction, in form and substance reasonably acceptable to CDF, directing such banks to deposit all payments or other remittances of Collections on a less frequent basis than that specified received in the immediately preceding sentencelock-box to such account or accounts as CDF shall direct. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as At all times after either (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 a Default by Moody’sDealer, “F1” by Fitch (if 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 principal amount outstanding under Dealer's Accounts Receivable Facility with CDF exceed, in the aggregate, Twenty Million Dollars ($20,000,000.00), or (iii) Dealer's Available Borrowing (as defined below) under Dealers Credit Facility with CDF is less than Twenty Million Dollars ($20,000,000.00), CDF may provide notice to such banks that thereafter all funds deposited in the lock-box or any such account immediately shall become the property of CDF, and any disbursements of the proceeds in the lock-box or any such account will only be made to CDF. Dealer shall obtain the agreement of such banks to waive any offset rights against the funds so deposited and otherwise establish CDF's control thereof as secured party under the Uniform Commercial Code. CDF assumes no responsibility for such lock-box arrangement, including, without limitation, any claim of accord and satisfaction or release with respect to deposits which any banks accept thereunder. All remittances which Dealer receives in payment of any Accounts, and the proceeds of any of the other Collateral, shall be Chase USA immediately deposited in such accounts designated by CDF. All proceeds received or JPMorgan Chasecollected by CDF with respect to Accounts, and reserves and other property of Dealer in possession of CDF at any time or times hereafter, may be held by CDF without interest to Dealer until all Obligations are paid in full or applied by CDF on account of the Obligations. CDF may release to Dealer such portions of such reserves and proceeds as CDF may determine. Upon remittance by the Servicer occurrence and during the continuance of Collections a Default, CDF may notify the obligors that the Accounts have been assigned to CDF, collect the Collection Account pursuant Accounts directly in its own name and charge the collection costs and expenses, including attorneys' fees, to Dealer. CDF has no duty to protect, insure, collect or realize upon the preceding sentence, the Paying Agent shall provide written notice Accounts to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2preserve rights in them." 3. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than Agreement is hereby deleted in its entirety and replaced with the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.following:

Collections. (a) The Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis payments (other than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds amounts constituting Supplemental Servicing Fees) by or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” Obligors on the Receivables, including all Liquidation Proceeds received by Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Day, after receipt thereof. Subject to the provisions of subsections (b) and (c), on the Closing Date, Servicer shall mean deposit in the Collection Account all payments made by Persons other than or on behalf of the Seller Obligors on the Receivables received by Servicer after the Cutoff Date and on or prior to the Servicersecond Business Day immediately preceding the Closing Date. (b) Notwithstanding anything in this Agreement to the contraryprovisions of subsection (a), if [_________] is the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) Servicer shall have 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 Required Rating or (ii) Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer shall be deemed may deposit all amounts referred to have purchased in subsection (a) for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Receivable Collection Period; provided that if (x) a Servicer Termination Event has occurred and is continuing, (y) Servicer has been terminated as such pursuant to Section 4.6 8.1 or (z) 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 Section 4.2(a) Notwithstanding the foregoing, the provisions of the last day proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in clauses (x), (y) and (z) of such proviso with respect to the outgoing Servicer. Pending the deposit of the amounts referred to in subsection (a) into the Collection Account, such amounts may be employed by Servicer at its own risk and for its own benefit and need not be segregated from Servicer's own funds. Any losses resulting from Servicer's actions shall be borne exclusively by the Servicer. Servicer shall promptly notify Trustee in writing if it shall obtain or lose the Required Rating. (c) Notwithstanding the provisions of subsections (a) and (b) Servicer may retain, or will be entitled to be reimbursed, from amounts otherwise payable into, or on deposit in, the Collection Account with respect to a Collection Period any amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the related Distribution Date. (d) With respect to each Precomputed Receivable, collections and payments by or on behalf of an obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to the scheduled payment on such Precomputed Receivable for such Collection Period. To the extent such collections and payments on a Precomputed Receivable during which a Collection Period exceed the scheduled payment on such error Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall have occurredbe treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account and applied either to the scheduled payments due or to prepay the Precomputed Receivable in full in accordance with Section 4.5.

Collections. (a) The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds and any subsequent Recoveries, both as collected during the a Collection Period, on or prior to the Payment Determination Date preceding the related Payment Date. Chase USA has requested thatNotwithstanding the foregoing, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions if any of the first sentence of this Section 5.2commingling conditions ceases to be met, the Servicer shall remit to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds and any subsequent Recoveries within two Business Days of receipt thereof. The commingling conditions are as follows: (i) CFC must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) CFC must maintain a short-term rating of at least A-1 by Standard & Poor's and P-1 by Moody's or (y) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the contrary, so long as CFC is the Servicer, CFC may withhold from the deposit into the Collection Account any amounts indicated on the related Servicer's Certificate as being due and payable to CFC or the Seller and pay such amounts directly to CFC or the Seller, as applicable. For purposes of this Article V, the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. In the event the commingling conditions cease to be met, the Servicer shall make daily remittance of collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds within two Business Days of receipt thereof; provided however, daily remittance may commence no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the five Business Days following a reduction of CFC's short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitch) and “A-1” below A-1 by Standard & Poor’s, '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 Chase USA or JPMorgan Chase. Upon remittance P-1 by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the ServicerMoody's. (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 (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections payments by or on behalf of the Obligors on the Receivables and all Liquidation Proceeds, both as collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, Date but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 "P-1" by Moody’s's, “F1” "F-1" by Fitch (if rated by Fitch) and “"A-1” " by Standard & Poor’s'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 Chase USA or JPMorgan ChaseThe Chase Manhattan Bank; provided, however, that if the Class A-1 Event has occurred, with respect to Collections received during the December 1997 Collection Period, the Servicer shall remit to the Collection Account on January 9, 1998 an amount of such Collections equal to the January 1998 Class A-1 Note Distribution. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit DateDate (or January 9, 1998), setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit DateDate (or January 9, 1998), then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “"payments made on behalf of the Obligors” " shall mean payments made by Persons other than the Seller or the Servicer. (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 (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Certificate Account all Collections payments by or on behalf of the Obligors on the Receivables and all Liquidation Proceeds, both as collected during the Collection Period. Chase USA has requested thatPeriod net of Monthly Servicing Fees and administrative fees allowed to be retained by the Servicer pursuant to Section 8.08 and net of charge backs (attributable to errors in posting, so long as it is acting returned checks, or rights of offset for amounts that should not have been paid or that must be refunded as the Servicer, the Servicer be permitted to make remittances result of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds successful claim or immediately available funds no defense under bankruptcy or similar laws) not later than 11:00 a.m.the second Business Day following the Business Day on which such amounts are received by the Servicer. Notwithstanding the foregoing, New York City time, on the Deposit Date, but only for so long as (ia) CTL or an Affiliate remains the Servicer, (b) no Event of Default shall have occurred and (1) CTL (or an Affiliate succeeding CTL as Servicer) maintains a short-term certificate rating of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitch) and “A-1” A-1 by Standard & Poor’s's and P-l by Moody's (and for five Business Days following a reduction in either such rating) or (2) prior to ceasing daily remittances, or the Rating Agency Condition is shall have been satisfied as a result (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with) and the prior written consent of Collections being remitted the Surety Bond Issuer (not to be unreasonably withheld) shall have been obtained, the Servicer may remit all such payments and Liquidation Proceeds with respect to any Collection Period to the Certificate Account on a monthlyless frequent basis, rather but in no event later than dailythe Determination Date immediately preceding each Distribution Date. The Servicer shall remit any Advances with respect to a Collection Period to the Certificate Account on or before the Determination Date. On each Determination Date, basis and (ii) the Servicer shall determine (a) the amount of payments on all Receivables and all Liquidation Proceeds received during such Collection Period, the amount of Advances for such Collection Period, and the Purchase Amount for all Receivables purchased or repurchased with respect to such Collection Period which have been deposited in the Certificate Account (net of amounts required to be Chase USA paid pursuant to Section 9.04(d), excluding investment income on all such amounts, and not including amounts required to be paid pursuant to Sections 7.02, 8.07, and 9.05 but not so paid) after giving effect to the net transfer from the Certificate Account to the Payahead Account or JPMorgan Chasefrom the Payahead Account to the Certificate Account as provided in Section 9.09, (the "Available Funds"), and (b) the amount of funds necessary to make the distributions required pursuant to Sections 9.04(a) (i) through (vii), inclusive, on the next Distribution Date. Upon remittance The Servicer shall by a Servicer's Certificate notify the Trustee of such amounts by telecopy to the Corporate Trust Office at the number specified in the Agreement (or such other number as the Trustee may from time to time provide), followed promptly by mailing such notice to the Trustee at the Corporate Trust Office and to the Surety Bond Issuer. On each Distribution Date, the Trustee, or the Servicer on its behalf, shall effect the net transfer between the Certificate Account and the Payahead Account as required by Section 9.09 for such Distribution Date. On any Distribution Date on which there are not sufficient Available Funds to make the distributions required pursuant to Sections 9.04(a)(i) through (iii) the Trustee, or the Servicer on its behalf, shall 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 Certificate Account. If such deficiency exceeds the Available Spread Amount, the Servicer shall simultaneously and in the same manner also notify the Trustee and the Surety Bond Issuer of the amount of such excess deficiency. The Trustee shall promptly (and in any event not later than 1:00 p.m. New York City time on the Business Day preceding the Distribution Date) deliver a Notice for Payment as defined in the Surety Bond (appropriately completed) to the Surety Bond Issuer with respect to the Surety Bond. The Surety Bond Issuer is required pursuant to Section 10.03 and the terms of the Surety Bond to pay the amount of such excess deficiency of Class I Monthly Interest, Class A Monthly Interest and Monthly Principal, up to the Surety Bond Amount. The Trustee shall deposit in the Certificate Account any funds received by the Servicer Trustee in respect of Collections funds drawn under the Surety Bond from the Surety Bond Issuer. If the Available Funds for a Distribution Date are insufficient to pay current and past due Surety Bond Fees, or any amounts owing to the Collection Account Surety Bond Issuer pursuant to the preceding sentenceInsurance Agreement including, the Paying Agent shall provide written notice without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Indenture Trustee and the Owner Trustee no later than 11 a.m.Surety Bond Issuer, New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (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 (ii) the Servicer shall notify the Trustee of such deficiency, and the Available Spread Amount, if any, then on deposit in the Spread Account (after giving effect to any withdrawal to satisfy a deficiency in Monthly Interest or Monthly Principal) shall be deemed available to have purchased cover such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurreddeficiency.

Collections. (a) The Servicer shall remit daily within forty-eight hours two Business Days of receipt thereof to the Collection Account all Collections payments by or on behalf of the Obligors with respect to the Trust Student Loans (other than Purchased Student Loans), and all Liquidation Proceeds, both as collected during the Collection Period. Chase USA has requested that, so long as it is acting as and the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer Eligible Lender Trustee shall remit such collections within two Business Days of receipt thereof to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m.any Interest Subsidy Payments and Special Allowance Payments received by it with respect to the Trust Student Loans during the Collection Period. Notwithstanding the foregoing, New York City time, on the Deposit Date, but only for so long as (ia) the senior unsecured obligations of the Administrator (or any affiliate of the Administrator which guarantees the obligations of the Administrator hereunder) shall have been assigned a long-term rating of not less than "AA-" (or an equivalent rating) or a short-term certificate rating of deposit ratings not less than "A-1" (or an equivalent rating) by each of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitch) and “A-1” by Standard & Poor’s, Rating Agencies 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 Chase USA or JPMorgan Chase. Upon remittance remitting by the Servicer and the Eligible Lender Trustee of Collections the amounts referred to in this Section 2.4 to the Administrator will not result in a downgrading or withdrawal of any of the then-current ratings of any of the Notes by any of the Rating Agencies, and (b) no Administrator Default shall have occurred and be continuing, the Servicer and the Eligible Lender Trustee shall remit such collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections into the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (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 until one Business Day immediately prior to the next following Monthly Servicing Payment following Date (in an amount up to the Servicing Fee then due) or Distribution Date together with interest on such deposit, amounts (less Servicing Fees paid during such period) calculated on a daily basis from the Indenture Trustee, at the written direction first day of the Servicer, shall withdraw such amounts and pay them to month following receipt thereof by the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of Administrator through the last day of the related Collection Period during at a rate equal to no less than the Federal Funds Rate less 0.20%; provided, however, that if the Administrator (and each such Affiliate which guarantees the obligations of the Administrator) is rated below "AA-" and "A-1+" by Standard & Poor's, the Administrator shall deposit all such error collections into the Collection Account at least as frequently as the next following Monthly Servicing Payment Date, unless less frequent deposits will not result in a downgrading or withdrawal of Standard & Poor's then-current ratings on the Notes. In the event that any of the foregoing conditions for 06.1 Administration Agreement ceasing daily remittances shall have occurredno longer be satisfied, then the Administrator shall deposit all collections held by it into the Collection Account within two Business Days thereof.

Collections. (a) The Servicer shall remit daily within forty-eight hours two Business Days of receipt thereof to the Collection Account all Collections payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Collection Period. Chase USA has requested that, so long as it is acting as Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) there exists no Insurer Default, (iv) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies and the Security Insurer, then the Representative’s) short term obligations are rated at least A-1 by Standard & Poor’s and P-1 by Moody’s and (v) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (v) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m.immediately. Pending deposit thereof into the Collection Account, New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are may use or invest collections at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitch) its own risk 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 for its own benefit and (ii) the Servicer shall be Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2need not segregate collections from its own funds. For purposes of this Section 5.2 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 the Seller Servicer or the ServicerSeller. (b) Notwithstanding anything The Servicer will be entitled to be reimbursed from amounts on deposit in this Agreement the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the contraryServicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Trustee and the Security Insurer as may be necessary in the opinion of the Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the Servicer’s entitlement to reimbursement pursuant to Section 5.2(b), the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following receipt of which the Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 5.6(a)(i), or if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (iprior thereto has been reimbursed pursuant to Section 5.6(a)(i) the Servicer discovers its error prior to the Payment following such depositor Section 5.9, the Indenture Trustee, at the written direction of the Servicer, Trustee shall withdraw withhold such amounts and pay them from amounts otherwise distributable to the Servicer or (ii) on the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurrednext succeeding Distribution Date.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during payments received by or on behalf of the Collection Period. Chase USA has requested that, so long as it is acting as Obligors on or in respect of the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only Receivables (excluding payments on the specific terms Warranty Receivables or the Administrative Receivables) and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no all Net Liquidation Proceeds not later than 11:00 a.m., New York City time, on the Deposit 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 (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2second Business Day after identification thereof. For purposes of this Section 5.2 Article V, the phrase “payments made received by or on behalf of the Obligors” shall mean payments made by Persons other than the Seller or Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer., (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “P-1” by Moody’s and NMAC’s short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor’s, Nissan Capital of America, Inc.’s short-term unsecured debt obligations) are rated “A-1” by Standard & Poor’s (so long as Moody’s and Standard & Poor’s are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”); the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis not later than the second Business Day after identification thereof. (Nissan Sale and Servicing Agreement) (b) The Indenture Trustee will promptly, on the date of receipt, deposit into the Collection Account all New Swap Receipts received by it under the Interest Rate Swap Agreement in immediately available funds. (c) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (d) The Servicer shall give 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). (e) Notwithstanding anything in this Agreement to the contraryforegoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer inadvertently deposits amounts provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that it mistakenly believes are Collections resulting such alternative remittance schedule will not result in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following downgrading or withdrawal by such deposit, the Indenture Trustee, at the written direction Rating Agency of the Servicer, shall withdraw such amounts and pay them ratings then assigned to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as any Class of the last day of the Collection Period during which such error shall have occurredNotes.

Collections. (a) The Servicer shall remit daily within forty-eight hours In the event that the Seller believes that funds which are not Collections of receipt to Transferred Assets have been deposited into an account of the Collection Account all Collections collected during Purchaser or the Collection Period. Chase USA has requested that, so long as it is acting as the ServicerPurchaser's assignee, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, Seller shall notify the Servicer who shall remit such collections to so advise the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City timePurchaser and, on the Deposit DateBusiness Day following such identification, 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 (if rated by Fitch) and “A-1” by Standard & Poor’sPurchaser shall remit, or the Rating Agency Condition is satisfied as a result of Collections being remitted on a monthlyshall cause to be remitted, rather than daily, basis and (ii) the Servicer shall be Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections all funds so deposited which are identified to the Collection Account pursuant Purchaser's satisfaction to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the ServicerSeller. (b) Notwithstanding anything in this Agreement On each Settlement Date, the Purchaser shall pay to the contrarySeller accrued interest on the Subordinated Loan and the Purchaser may, if at its option, prepay in whole or in part the Servicer inadvertently deposits principal amount of the Subordinated Loan; provided that each such payment shall be made solely from Collections of Transferred Assets after all other amounts then due from the Purchaser under the Financing Agreement have been paid in full and all amounts then required to be set aside by the Purchaser under the Financing Agreement have been so set aside; and provided further, that it mistakenly believes are no such payment shall be made at any time when an Event of Termination shall have occurred and be continuing. At such time following the Facility Termination Date and the RFA Final Payment Date, the Purchaser shall apply, on each Settlement Date, all other Collections resulting in of Transferred Assets received by the Purchaser and not previously distributed first to the payment of accrued interest on the Subordinated Loan, and then to the reduction of the principal amount of the Subordinated Loan. (c) If on any day any Transferred Asset becomes (in full of whole or in part) a Diluted Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer Seller shall be deemed to have purchased received on such day a Collection of such Transferred Asset in the amount of such Diluted Receivable. The Seller shall pay to the Purchaser on or prior to the next Business Day all amounts deemed to have been received pursuant to this subsection. (d) Upon discovery by the Seller or the Purchaser of any breach of the representation and warranty made in Section 3.01(j) with respect to any Transferred Receivable, the party discovering the same shall give prompt written notice thereof to the other parties hereto. The Seller shall, on the Business Day following such notice, repurchase the affected Transferred Receivable, at the option of the Seller, either (i) by making a cash payment to the Purchaser in an amount equal to the Repurchase Price (defined below), or (ii) so long as no "Event of Termination" under, and as defined in, the Financing Agreement has occurred, and no Pool Non-compliance Date has occurred and is continuing under (and as defined in) the Financing Agreement, by either (x) reducing the principal amount of the Subordinated Note due to the Seller by the amount of the Repurchase Price (defined below) or (y) transferring ownership of a new Eligible Receivable to the Purchaser on such Business Day having an Outstanding Balance at least equal to the Repurchase Price. The "Repurchase Price" for any Purchased Receivable to be repurchased under this Section 2.03(d) shall equal the Purchase Price paid for such Receivable by the Purchaser minus Collections received in respect thereof minus any payments or offsets made by the Seller to the Purchaser in respect of Dilution Factors relating to such Transferred Receivable. Simultaneously upon the payment to the Purchaser, or transfer to the Purchaser of Eligible Receivables in respect of, the Repurchase Price for any such repurchased Transferred Receivable, such Transferred Receivable and all Transferred Assets relating solely to such Transferred Receivable shall automatically be reconveyed by the Purchaser to the Seller without any further action by the Purchaser or any other Person, and the Purchaser shall have no further rights with respect thereto. Each party hereto shall, at the Seller's expense, take any action the other party may reasonably request to further evidence such reconveyance. The Seller's obligation to reacquire Transferred Receivables pursuant to this Section 4.6 2.03(d) shall, upon satisfaction thereof, constitute the sole remedy (except for any obligation under Section 6.01 hereof) respecting the event giving rise to such obligation and is expressly limited to the Transferred Receivable affected by such event. Except as expressly provided in this Section 2.03, the Seller shall not have any right or obligation under this Agreement, by implication or otherwise, to repurchase from the Purchaser any Transferred Assets or to rescind or otherwise retroactively affect any transfer of any Transferred Assets after the date on which such Transferred Assets are transferred by the Purchaser hereunder. (e) Except as stated in subsection (c) or (d) of this Section 2.03 or as otherwise required by law or the underlying Contract, all Collections from an Obligor of any Transferred Receivable shall be applied to the Receivables of such Obligor in the order of the last day age of such Receivables, starting with the Collection Period during which oldest such error shall have occurredReceivable, unless such Obligor designates its payment for application to specific Receivables.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt will apply or will instruct the Indenture ----------- Trustee in writing to apply all funds on deposit in the Collection Account all Collections collected during the Collection Periodas described in this Article VIII and in each Indenture Supplement. Chase USA has requested that, so long Except as it is acting as the Servicer------------ otherwise provided below, the Servicer be permitted shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to make remittances the express terms of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below any Indenture Supplement, but notwithstanding anything else in this Section 5.2 Indenture or the Transfer and only Servicing Agreement to the contrary, for so long as such terms and any of the following conditions are fulfilled. Accordinglysatisfied: (i) FCNB remains the Servicer; (ii) no Pay Out Event has occurred; or (iii) (A) FCNB maintains a long or short term rating which is satisfactory to each Rating Agency, notwithstanding or (B) the provisions Servicer delivers to the Indenture Trustee a letter of credit or other guaranty covering the first sentence of this Section 5.2risk that the Servicer will not deposit Collections in the Collection Account as required herein and the Rating Agency Condition shall be satisfied with respect to such arrangement, the Servicer shall remit such collections to need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no not later than 11:00 a.m.1:00 p.m., New York City time, on the Deposit DateDistribution Date following the Monthly Period with respect to which such deposit relates. Subject to the first proviso in Section 8.5, 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 (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (b) Notwithstanding notwithstanding anything else in this Indenture or ----------- the Transfer and Servicing Agreement to the contrary, if with respect to any Monthly Period, whether the Servicer inadvertently is required to make deposits amounts that it mistakenly believes are of Collections resulting in pursuant to the payment in full of a Receivablefirst or the second preceding sentence, and (i) the Servicer discovers its error 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 Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them related Distribution Date to Noteholders or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Enhancement Agreement, but the Servicer or shall account for Collections as if the full deposit had been made 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 (i) above, the Servicer shall will be deemed permitted to have purchased withdraw the excess from the ---------- Collection Account and pay such Receivable pursuant amount to Section 4.6 as the Holder of the last day of Seller Interest. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Period during which such error shall have occurredAccount.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all Collections collected during the Collection Period. Chase USA has requested that, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s▇▇▇▇▇'▇, “"F1” " by Fitch (if rated by Fitch) and “"A-1” " by Standard & Poor’s'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 Chase USA or JPMorgan Chase; provided, however, that if the Class A-1 Event has occurred, with respect to Collections received during the April 1999 Collection Period, the Servicer shall remit to the Collection Account on May 7, 1999 an amount of such Collections equal to the May 1999 Class A-1 Note Distribution. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit DateDate (or May 7, 1999), setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit DateDate (or May 7, 1999), then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “"payments made on behalf of the Obligors” " shall mean payments made by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivable, and (i) the Servicer discovers its error prior to the Payment following such deposit, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error shall have occurred.

Collections. (a) The Servicer On each Remittance Date, the Collateral Agent shall remit daily within forty-eight hours of receipt determine by reference to the Monthly Debtor's Certificate, the Available Collections with respect to such Remittance Date and shall withdraw such amount from the Collection Account all Collections collected during including amounts deposited in the Collection Period. Chase USA has requested that, so long as it is acting as Account from the Yield Supplement Account pursuant to Section 2.5(e) and allocate and pay such amounts in the following order of priority: (i) to the Servicer, to repay Servicer Advances and then to the successor Servicer, to pay any and all expenses relating to a Servicer Transfer then due and payable which have not been previously paid by or on behalf of the Debtor; (ii) if UAC or an Affiliate is not the Servicer, to the Servicer, an amount equal to the Servicing Fee; (iii) to the Agent, for the account of the Company or the Bank Investors an amount equal to Carrying Costs payable on such Remittance Date; (iv) to the Carrying Costs Account, an amount equal to interest accrued on the Related Commercial Paper through such Remittance Date net of all such amounts paid in respect of the Interest Component of Related Commercial Paper on the maturity date thereof on or prior to such Remittance Date; (v) to the Agent, for the account of the Company or the Bank Investors, an amount equal to the Targeted Monthly Principal Payment; (vi) to the Collateral Agent, for the account of the Hedge Counterparty, any amounts owed to the Hedge Counterparty under any Interest Rate Hedge, which have not previously been paid; (vii) if UAC or an Affiliate is the Servicer, to the Servicer, an amount equal to the Servicing Fee; (viii) provided no Surety Bond Provider Default shall have occurred and be permitted continuing, to make remittances the Surety Bond Provider, the Unused Portion and the Premium Portion of the Surety Bond Premium, including any overdue Surety Bond Premiums and accrued interest thereon at the rate provided in the Insurance Agreement; (ix) to the Surety Bond Provider, the aggregate amount of any previously unreimbursed draws on the Surety Bond (plus any other amounts payable to the Surety Bond Provider under the Insurance Agreement, plus accrued interest thereon at the rate provided in the Insurance Agreement); (x) to the Collateral Agent or the Surety Bond Provider, the amount to be applied by the Collateral Agent or the Surety Bond Provider, as appropriate, to pay any and all Re-▇▇▇▇▇▇▇ Expenses then due and payable which have not been previously paid by or on behalf of the Debtor; (xi) after the occurrence of a Termination Event, to the Noteholder to reduce the Net Investment, until the Net Investment has been reduced to zero; (xii) to the Reserve Account, the amount necessary to increase the amount on deposit in the Reserve Account to the Required Reserve Account Balance; (xiii) to the Agent, for the account of the Persons entitled thereto, an amount equal to all other amounts owed under the Note Purchase Agreement; (xiv) to the Servicer, an amount equal to reimburse any Fee Advance then due and payable which has not been previously paid by or on behalf of the Debtor; and (xv) prior to the occurrence of a Termination Event, all remaining amounts shall be distributed to the Debtor. Following the occurrence of a Termination Event all remaining amounts will be held in the Collection Account and applied until all amounts owing to the Secured Parties under the Transaction Documents have been paid in full. (b) On any date that a tranche of Related Commercial Paper matures whether or not such date is a Remittance Date (each, an "Interest Payment Date"), the Interest Component of matured or maturing Related Commercial Paper due and payable on such day shall be payable as interest on the Note ("Note Interest"). Accordingly, the Collateral Agent, acting upon notice from the Administrative Agent, shall withdraw such amount from funds on deposit in the Carrying Cost Account, to the extent of amounts on deposit therein, and remit such amount to the Agent for the account of the Company. To the extent that amounts withdrawn by the Collateral Agent from the Carrying Costs Account are insufficient to pay such costs, the Collateral Agent, acting upon notice from the Administrative Agent,shall withdraw the amount of such remaining shortfall from the Collection Account, to the extent of Collections on a less frequent basis than that specified in deposit therein, and remit such amount to the immediately preceding sentence. It is understood that such less frequent remittances may be made only on Agent for 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 account of the first sentence Company. To the extent that amounts withdrawn by the Agent, as specified above are insufficient to pay such costs, the Servicer, acting upon notice from the Administrative Agent, shall make an advance in an amount equal to such costs due and payable on such day (a "Servicer Advance") and remit to the Agent for the account of this Section 5.2the Company, the amount of such advance provided, however, that the Servicer shall not be obligated to make any such advance except to the extent that the Servicer reasonably expects to be reimbursed for such advance on a succeeding Remittance Date pursuant to Section 5.1(a)(i). To the extent that amounts advanced by the Servicer are insufficient to pay such costs and the Debtor fails to make a payment to the Collateral Agent on such day in the amount of such shortfall, the Collateral Agent shall withdraw the amount of such remaining shortfall from the Reserve Account, to the extent of amounts on deposit therein, and remit such collections amount to the Collection Account Agent, for the account of the Company. To the extent that there remains a shortfall, the Agent shall make a demand for payment under the Surety Bond, in Automated Clearinghouse Corporation next-day funds accordance with the terms thereof. Amounts required to be remitted pursuant to this Section 5.1(b) to the Agent or the Collateral Agent shall be remitted in immediately available funds to the Agent's account no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as date due. (c) If the Available Collections in respect of a Remittance Date are insufficient to pay the sum of the amounts to be distributed pursuant to clauses (i) through (iii) of Section 5.1(a), the short-term certificate Collateral Agent shall withdraw the amount of such shortfall from the Reserve Account, to the extent of amounts on deposit ratings therein, and apply such amount to the payment of the Servicer are at least P-1 by Moody’sitems described in clauses (i), “F1” by Fitch (if 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) and (iii) of Section 5.1(a), in that order of priority. (d) If on any Remittance Date, after giving effect to any withdrawals from the Servicer shall be Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Reserve Account pursuant to Section 5.1(c), there remains any shortfall in amounts available to pay the preceding sentenceamounts to be distributed pursuant to clause (iii) of Section 5.1 (a), the Paying Servicer, or any successor Servicer may make a Fee Advance in respect of the Liquidity Fee, and if the Servicer or any successor Servicer declines to make a Fee Advance with respect to any Liquidity Fee due thereunder, or after giving effect such Fee Advance, a shortfall remains, the Agent shall provide written notice to review the Indenture Trustee terms of the Surety Bond, and if a demand for payment may be made thereunder for any such shortfall, the Owner Trustee no later than 11 a.m., New York City time, Agent shall make a demand thereunder in accordance with the terms of the Surety Bond. (e) If on each Deposit any Remittance Date, setting forth after giving effect to any withdrawals from the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Reserve Account pursuant to this Section 5.2. For purposes of this Section 5.2 5.1(c), the phrase “payments made on behalf Net Investment exceeds the outstanding Principal Balance of the Obligors” Eligible Receivables, the Collateral Agent shall mean payments withdraw the amount of such excess from the Reserve Account, to the extent of amount on deposit therein and distribute such amount as principal on the Note in reduction of the Net Investment. To the extent the Net Investment exceeds the outstanding Principal Balance of the Eligible Receivables after such withdrawal and distribution, the Agent shall review the terms of the Surety Bond, and if a demand for payment may be made thereunder with respect to principal for the amount by Persons other than which the Seller or Net Investment exceeds the Serviceroutstanding Principal Balance of the Eligible Receivables, the Agent shall make a demand thereunder in accordance with the terms of the Surety Bond. (bf) Notwithstanding anything If on any Remittance Date, after giving effect to any withdrawals from the Reserve Account pursuant to Section 5.1(c), there remains any shortfall in this Agreement amounts available to pay the contraryamount to be distributed in respect of the Unused Portion of the Surety Bond Premium pursuant to clause (viii) of Section 5.1(a), if the Servicer inadvertently deposits amounts or any successor Servicer may make a Fee Advance in respect of the Unused Portion of such Surety Bond Premium. (g) To the extent that it mistakenly believes are Collections resulting in the payment in full of a ReceivableCollateral Agent shall receive any late fees, insufficient check charges and (i) the Servicer discovers its error prior to the Payment following such depositsimilar charges assessed against Obligors, the Indenture TrusteeCollateral Agent shall remit such amounts to, at or upon the written direction order of the Servicer, if UAC, otherwise, the Debtor. Such amounts shall withdraw such amounts and pay them be so remitted by the Collateral Agent to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of the Collection Period during which such error notwithstanding that a Termination Event shall have occurred. (h) In the event that an Interest Rate Hedge is entered into by the Debtor in compliance with Section 6.1(n), then in such event all amounts payable by the Hedge Counterparty to the Debtor shall be deposited directly into the Collection Account and as of any Remittance Date shall comprise Interest Rate Hedge Receipts and all such amounts shall be treated as Finance Charge Collections hereunder.

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

Collections. (a) The Servicer shall remit daily within forty-eight hours For purposes of receipt the deposits to the Collection Account all Collections collected during hereinafter provided for, the Servicer may, at its option, make net deposits such that the Servicer need not deposit the Transferor Collections, or any other amounts allocated to the Exchangeable Transferor Certificate into the Collection PeriodAccount and in making such net deposits shall pay, or be deemed to pay, the Transferor Collections and such other amounts to the Holder of the Exchangeable Transferor Certificate. Chase USA has requested thatObligors shall make payments on all Coupon Contracts and the related Receivables to the Servicer who shall deposit all such payments, so long to the extent constituting either Collections or Transferor Collections on the Receivables, in the Collection Account no later than the third Business Day following the Date of Processing thereof, subject to the right of the Servicer to make net deposits as it is acting provided above. Prior to remitting all such Collections and Transferor Collections (as identified by the Servicer) to the Collection Account, the Servicer shall identify the amounts included within such payments from Obligors as constitute Additional Payments and, in accordance with subsection 2.1(h) of the Purchase Agreement, the Transferor hereby authorizes and directs the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as BTFC shall be the Servicer, to retain all such terms and conditions are fulfilled. AccordinglyAdditional Payments for its own account (provided, notwithstanding that if BTFC shall not be the provisions of the first sentence of this Section 5.2Servicer, the Servicer shall remit such collections Additional Payments to BTFC unless otherwise directed by the Transferor). From and after the Closing Date, the Servicer shall cause the payments on all EFT Contracts and the related Receivables to be remitted directly to an EFT Account. Unless the Servicer’s authority to deposit and withdraw amounts from the EFT Accounts shall have been revoked as described below, the Servicer shall have the right to transfer amounts remitted to each EFT Account to one or more concentration accounts maintained by BTFC in accordance with the Servicer’s customary and usual servicing and intercompany cash management procedures, pending the required deposit of any such amounts to the Collection Account, provided, however, that the Servicer shall not have the right to transfer amounts from any EFT Account to any such concentration account (and hereby agrees that it shall not seek to transfer such amounts) on any Business Day on which the Transferor Interest, as reported in Automated Clearinghouse Corporation nextthe Daily Report to be delivered by the Servicer on such Business Day (less any portion thereof attributable to the Available Subordination Amount for all Series then outstanding), would be less than zero or a Pay-day funds Out-Event (other than, in the case of the Amortization Period, a Pay-Out-Event described in clause (f) of Section 7 hereof) shall have occurred. The Servicer shall deposit or immediately available funds shall direct the Trustee to deposit all such payments, -15- to the extent constituting either Collections or Transferor Collections on the Receivables, in the Collection Account no later than 11:00 a.m.the third Business Day following the Date of Processing thereof, New York City timesubject to the right of the Servicer to make net deposits as provided above. Prior to depositing all such Collections and Transferor Collections (as identified by the Servicer) to the Collection Account, on the Deposit DateServicer shall identify the amounts included within such payments from Obligors as constitute Additional Payments and, but only in accordance with subsection 2.1(h) of the Purchase Agreement, the Transferor hereby authorizes and directs the Servicer, for so long as BTFC shall be the Servicer, to retain all such Additional Payments for its own account (provided, that if BTFC shall not be the Servicer, the Servicer shall remit such Additional Payments to BTFC unless otherwise directed by the Transferor). Notwithstanding the preceding sentence, BTFC, the Transferor and the Trustee each expressly acknowledges and agrees that (i) the shortTrustee shall immediately revoke all further authority of BTFC to withdraw any amounts from all EFT Accounts (in accordance with the procedures agreed upon with the institutions maintaining such EFT Accounts) upon the occurrence of a Pay-term certificate of deposit ratings Out-Event (other than, in the case of the Servicer are at least P-1 Amortization Period, a Pay-Out-Event described in clause (f) of Section 7 hereof) (unless and until such time as such revocation shall be waived by Moody’sthe Administrative Agent), “F1” by Fitch (if rated by Fitch) but shall not revoke such authority unless and “A-1” by Standard & Poor’suntil such a Pay-Out-Event shall have occurred, 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 Trustee shall be Chase USA or JPMorgan Chase. Upon remittance have a continuing right to set off and apply all Additional Payments and all Transferor Collections, to the extent attributable to EFT Contracts and remitted at any time to any EFT Account, upon any failure by the Servicer of BTFC to timely remit Collections and Transferor Collections attributable to Coupon Contracts to the Collection Account as required in accordance with the preceding paragraph. In the event the Transferor issues other Series of Investor Certificates pursuant to the preceding sentenceAgreement while the Series 2001-1 Certificates remain outstanding, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (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 (ii) the Servicer Series 2001-1 Certificateholder shall be deemed to have purchased acknowledged and agreed that, unless not required under the Supplement for any other Series, amounts realized by the Trustee in effecting any setoff against Additional Payments and Transferor Collections pursuant to the preceding sentence shall be deemed deposited in the Collection Account in lieu of the Collections not remitted by BTFC, and shall be shared on a pari passu basis with the Certificateholders of other Series in a manner consistent with the allocation of Collections pursuant to the Agreement and the applicable Supplements otherwise in effect; provided, however, in no event shall amounts realized by the Trustee in effecting any such Receivable setoff be shared with the Holder of the Exchangeable Transferor Certificate, and the Holder of the Exchangeable Transferor Certificate shall have no right or entitlement thereto (without regard to the allocation of Collections pursuant to the Agreement and the applicable Supplements otherwise in effect), unless and until all amounts owing to Investor Certificateholders in respect of Investor Certificates shall have been paid in full (or amounts sufficient to make such payments in full shall have been deposited with the Trustee). The Servicer shall allocate such Collections and Transferor Collections to each Series of Investor Certificates and to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV and shall cause the Trustee to withdraw the required amounts from the Collection Account or pay such amounts to the Holder of the Exchangeable Transferor Certificate in -16- accordance with this Article IV. Pursuant to subsection 3.1(b), the Servicer shall have the power, revocable by the Trustee upon the occurrence of a Servicer Default pursuant to Section 4.6 as 10.1 or upon the occurrence of a Pay-Out-Event, to instruct the last day of Trustee in writing pursuant to the Daily Report or otherwise to instruct the Trustee to make withdrawals and payments from the Collection Period during which Account, the Distribution Account, the Excess Funding Account and the Reserve Fund for the purpose of carrying out the Servicer’s or the Trustee’s duties hereunder. The Servicer shall make deposits or payments on the dates indicated herein by wire transfer or as otherwise provided in the Supplement for any Series of Certificates with respect to such error shall have occurredSeries.

Collections. (a) The Servicer Except as otherwise provided in Section 6.1 hereof ------------ ------------ or in the Intercreditor Agreement with respect to the Noteholders' Primary Collateral, and except as otherwise provided in paragraph (b) below, Borrower shall deposit into the Collection Account on a daily basis any monies, checks, notes, drafts or other items of payment received by Borrower relating to or which constitute proceeds of Accounts, Inventory or other Collateral (including, without limitation, on the Effective Date, all such proceeds received by Borrower from and after the Petition Date, through and including the Effective Date, and held by Borrower in a segregated account pursuant to (S) 363(c)(4) of the Bankruptcy Code) and will direct all of its Account Debtors to remit daily within forty-eight hours all payments on Accounts directly to the appropriate lockbox or lockboxes provided for in the Blocked Account Agreement. Prior to Borrower's deposit of receipt proceeds of Accounts or Inventory into the Collection Account, Borrower shall hold all such amounts in trust for the benefit of Lenders. Borrower shall take all actions necessary at all times hereafter to maintain the Collection Account, including the payment of all fees charged by the banks at which such accounts are maintained. Borrower acknowledges and agrees that only the Agent shall have any power of withdrawal with respect to the Collection Account all Collections collected during the Collection Period. Chase USA has requested thatand that Borrower shall not have any right, so long as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified title or interest in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if rated by Fitch) and “A-1” by Standard & Poor’s, accounts 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicersums deposited therein. (b) Notwithstanding anything in Borrower acknowledges and agrees that the Agent may at all times during the term of this Agreement have one or more employees of the Agent on Borrower's premises for the purposes set forth in Sections 5.7 and 5.8 of this ------------ --- Agreement and to take possession of all monies, checks, notes, drafts or other items of payment received by Borrower in the manner contemplated by paragraph (a) above and relating to or constituting proceeds of Accounts and Inventory, for application to the contraryObligations, if the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting by deposit in the payment Collection Account or otherwise, and Borrower agrees (i) to cooperate in full all respects with such employee or employees of a Receivablethe Agent, and (iii) that all cost and expense incurred by the Servicer discovers its error prior Agent in connection with the matters contemplated by this paragraph (b) shall be reimbursed by Borrower to the Payment following such deposit, Agent in accordance with the Indenture Trustee, at the written direction provisions of the Servicer, shall withdraw such amounts and pay them to the Servicer or (ii) the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as 11.3 of the last day of the Collection Period during which such error shall have occurred.this Agreement. ------------

Collections. Such Seller Party shall cause (a1) The Servicer shall remit daily within fortyall proceeds from ----------- all Lock-eight hours of receipt Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be at all times, subject to a Collection Account Agreement that is in full force and effect; provided, -------- however, that with respect to the Collection Accounts existing on the date of ------- this Agreement and not subject to an Existing Collection Account all Collections collected during Agreement, such Collection Account need not be subject to a Collection Account Agreement until the date 90 days after the date of this Agreement; and, provided further, that -------- ------- with respect to each Existing Collection Period. Chase USA has requested thatAccount Agreement, so long as it is acting as such agreement shall have been assigned to the Servicer, Collateral Agent on or prior to the Servicer be permitted to make remittances date of Collections on a less frequent basis than that specified the initial Incremental Purchase (in the immediately preceding sentence. It is understood that such less frequent remittances may case of each Existing Collection Account Agreement with Bank of America, National Association or Bank One, NA), or shall be made only replaced by a new Collection Account Agreement on or prior to 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 date thirty (30) days after the provisions of the first sentence date of this Section 5.2Agreement, and in the Servicer shall remit such collections to case of the Collection Account in Automated Clearinghouse Corporation next-day funds Agreements assigned to the Collateral Agent on or immediately available funds no later than 11:00 a.m., New York City time, on before the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings date of the Servicer are at least P-1 by Moody’sinitial Incremental Purchase, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance replaced by the Servicer of Collections to the a new Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, Agreement on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (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 date 90 days after the date of this Agreement. In the event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller shall remit (or shall cause all such payments to be remitted by any such Affiliate) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof and, at all times prior to such depositremittance, Seller shall itself hold or, if applicable, shall cause such payments to be held by any such Affiliate, in trust for the benefit of the Collateral Agent, the Indenture Trustee, at Managing Agents and the written direction Purchasers to the extent of the ServicerPurchaser Interests. Seller shall maintain exclusive ownership, shall withdraw such amounts dominion and pay them control (subject to the Servicer terms of this Agreement) of each Lock-Box and Collection Account and shall not grant the right to take dominion and control of any Lock-Box or (ii) Collection Account at a future time or upon the Servicer occurrence of a future event to any Person, except to the Collateral Agent as contemplated by this Agreement. Only Collections of Receivables shall be deemed to have purchased such Receivable pursuant to Section 4.6 as of the last day of deposited into the Collection Period during which such error shall have occurredAccounts.

Collections. (a) Dealers shall make payments on the Receivables to the Servicer who shall deposit all such payments in the Collection Account no later than the second Business Day following the Date of Processing thereof. The Servicer shall remit daily within forty-eight hours allocate such amounts to each Series of receipt Investor Certificates and to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV and shall cause the Trustee to withdraw the required amounts from the Collection Account all Collections collected during or pay such amounts to the Collection PeriodHolder of the Exchangeable Transferor Certificate in accordance with this Article IV. Chase USA has requested that, so long The Servicer shall make such deposits or payments on the date indicated herein by wire transfer or as it is acting as the Servicer, the Servicer be permitted to make remittances of Collections on a less frequent basis than that specified otherwise provided in the immediately preceding sentenceSupplement for any Series of Certificates with respect to such Series. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 5.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 11:00 a.m., New York City time, on the Deposit Date, but only for so long as (i) the short-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (if 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 Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date, setting forth the amounts remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date, then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase “payments made on behalf of the Obligors” shall mean payments made by Persons other than the Seller or the Servicer. (b) Notwithstanding anything in this Agreement to the contrary, if but subject to the terms of any Supplement, for so long as, and only so long as, Green Tree (or any successors to Green Tree pursuant to Section 8.2) or an Affiliate of Green Tree shall remain the Servicer inadvertently deposits amounts that it mistakenly believes are Collections resulting in the payment in full of a Receivablehereunder, and (ia)(i) Green Tree (or any successors to Green Tree pursuant to Section 8.2) or an Affiliate of Green Tree provides to the Trustee a letter of credit or other form of Enhancement rated at least A-1 by Standard & Poor's and P-1 by Moody's (as certified to the Trustee by the Servicer), and (ii) after notifying each Rating Agency of the proposed use of such letter of credit or other form of Enhancement the Transferor shall have received a notice from each Rating Agency that making payments monthly rather than daily would not result in a downgrading or withdrawal of any of such Rating Agency's then existing ratings of the Investor Certificates, or (b) Green Tree (or any successors to Green Tree pursuant to Section 8.2) shall have and maintain a short-term credit rating of at least A-1 by Standard & Poor's and P-1 by Moody's (as certified to the Trustee by the Servicer), the Servicer discovers its error need not deposit Collections from the Collection Account into the Principal Account or the Interest Funding Account or any Series Account, or make payments to the Holder of the Exchangeable Transferor Certificate, prior to the Payment following close of business on the day any Collections are deposited in the Collection Account as otherwise provided in this Article IV, but may instead make such depositdeposits, the Indenture Trustee, at the written direction of the Servicer, shall withdraw such amounts payments and pay them withdrawals on each Transfer Date in an amount equal to the Servicer or (ii) net amount of such deposits, payments and withdrawals which would have been made but for the Servicer shall be deemed to have purchased such Receivable pursuant to Section 4.6 as provisions of the last day of the Collection Period during which such error shall have occurredthis paragraph.