Common use of Collections Clause in Contracts

Collections. The Servicer shall remit to the Collection Account all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied 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 of 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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The Servicer shall remit to set aside and hold in trust as property of 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 amounts Collections on Pool Receivables that are received by the Servicer on or the Borrower or received 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 any Lock-Box or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receiptCollection Account; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent each of the Insurer shall have been obtained (each, a "Monthly Remittance Condition")conditions precedent set forth in Section 5.03 are satisfied with respect thereto, the Servicer may remit release to 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 in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any such amounts received during any Collection prior Interest Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following extent such Collection Period (it being understood that the Monthly Remittance Condition amount has not been satisfied as of distributed to the Closing DateServicer). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause ; (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 12.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 12.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trusteethird, as set forth in clauses (x), (y) and/or (z) below, 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 Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.:

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business day Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing(collectively, the written consent of the Insurer shall have been obtained (each, a "“Monthly Remittance Condition"Conditions”), the Servicer may shall not be required to remit any such amounts received during any collections to the Collection Account on the foregoing 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 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 preceding after identification thereof. Notwithstanding anything herein to the Distribution Date following such Collection Period (it being understood that 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 has not been satisfied hereunder, and will instead be subject to the conditions to making monthly deposits as of required by the Closing Date). subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (ii) or (iii) of the definition of the Monthly Remittance Condition that would require daily remittance by unless the Servicer to the Collection Account unless Indenture Trustee or the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's ’s Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% in principal amount of the Note Balance or from the Holders of Certificates evidencing not less than 25% Outstanding Amount of the Certificate Balance Notes, or a Responsible Trust Officer of the Owner Indenture Trustee or the Indenture Trustee, as applicable, Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstancecircumstances. 42 (Nissan 2015-C Sale and Servicing Agreement) (c) The Servicer shall remit to give (i) the Collection Account on Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date all amounts received Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer on or in before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied with respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datesuch alternative remittance schedule.

Collections. The (a) Subject to the provisions of subsection (b) below, the Servicer shall remit to the Collection Account (i) all amounts received payments by the Servicer or on or in respect behalf of the Receivables Obligors (including Liquidation Proceeds and all amounts received by including, subject to the Servicer in connection with next two sentences, Payaheads on the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) Receivables, but excluding payments with respect to Purchased ReceivablesReceivables and amounts included in the Supplemental Servicing Fee), including amounts treated as collections on Balloon Payment Receivables and Final Payment Receivables pursuant to Section 3.2(d) and (ii) all Liquidation Proceeds and all Recoveries, received by the Servicer during any Collection Period, as soon as practicable and practicable, but in no event after the close of business on the second Business day Day after receipt thereof. Collections of Payaheads shall be deposited in the Collection Account, pursuant to the preceding sentence for purposes of administrative convenience only, pending determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(e)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and such receipt; providedamounts shall not be transferred to the Collection Account until due. MMCA, however, that for so long as (i) CarMax it is acting as the Servicer, (iimay make remittances of collections on a less frequent basis than that specified in the immediately preceding paragraph. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 4.2(a) no Event of Servicing Termination shall have occurred and be continuing only for so long as such terms and (iii) conditions are fulfilled. Accordingly, notwithstanding the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent provisions of the Insurer shall have been obtained (each, a "Monthly Remittance Condition"first sentence of this Section 4.2(a), the Servicer may shall remit any such amounts collections received during any a Collection Period to the Collection Account in immediately available funds on the Business Day preceding prior to the Distribution related Payment Date following such Collection Period but only for so long as each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (it being understood that which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition has became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from the Rating Agencies that such alternative remittance schedule will not been satisfied as result in the downgrading or withdrawal by the Rating Agencies of the Closing Date)ratings then assigned to the Notes and the Certificates. The Owner Trustee and or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, Trustee has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance 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 of in the Owner Trustee Corporate Trust Office with knowledge hereof or the Indenture Trustee, as applicable, familiarity herewith has actual knowledge of such event or circumstance. The . (b) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Collection Account Account, as soon as practicable, but in no event after the close of business on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding after receipt thereof by the Closing Datesubservicer (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. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business day Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing(collectively, the written consent of the Insurer shall have been obtained (each, a "“Monthly Remittance Condition"Conditions”), the Servicer may shall not be required to remit any such amounts received during any collections to 40 (Nissan 2014-B Sale and Servicing Agreement) the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds 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 preceding after identification thereof. Notwithstanding anything herein to the Distribution Date following such Collection Period (it being understood that 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 has not been satisfied hereunder, and will instead be subject to the conditions to making monthly deposits as of required by the Closing Date). subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (ii) or (iii) of the definition of the Monthly Remittance Condition that would require daily remittance by unless the Servicer to the Collection Account unless Indenture Trustee or the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's ’s Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% in principal amount of the Note Balance or from the Holders of Certificates evidencing not less than 25% Outstanding Amount of the Certificate Balance Notes, or a Responsible Trust Officer of the Owner Indenture Trustee or the Indenture Trustee, as applicable, Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. circumstances. (c) The Servicer shall remit to give (i) the Collection Account on Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date all amounts received Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer on or in before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied with respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datesuch alternative remittance schedule.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business day Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing(collectively, the written consent of the Insurer shall have been obtained (each, a "“Monthly Remittance Condition"Conditions”), the Servicer may shall not be required to remit any such amounts received during any collections to the Collection Account on the foregoing 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 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 preceding after identification thereof. Notwithstanding anything herein to the Distribution Date following such Collection Period (it being understood that 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 has not been satisfied hereunder, and will instead be subject to the conditions to making monthly deposits as of required by the Closing Datesubsequent Public ABS Transaction. 40 (Nissan 2013-B Sale and Servicing Agreement). (b) The Indenture Trustee or the Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (ii) or (iii) of the definition of the Monthly Remittance Condition that would require daily remittance by unless the Servicer to the Collection Account unless Indenture Trustee or the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's ’s Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% in principal amount of the Note Balance or from the Holders of Certificates evidencing not less than 25% Outstanding Amount of the Certificate Balance Notes, or a Responsible Trust Officer of the Owner Indenture Trustee or the Indenture Trustee, as applicable, Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. circumstances. (c) The Servicer shall remit to give (i) the Collection Account on Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date all amounts received Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer on or in before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied with respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datesuch alternative remittance schedule.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all amounts received payments by or on behalf of the Servicer on or in Obligors with respect of to the Receivables (including Liquidation Proceeds other than Purchased Receivables) and all amounts received Liquidation Proceeds, both as collected during each Collection Period. For purposes of this Article V the phrase "payments by the Servicer in connection with the repossession and sale or on behalf of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding Obligors" shall mean payments made with respect to Purchased Receivablesthe Receivables or the Financed Vehicles by Persons other than the Servicer, DFS, the Transferor or the Depositor. (b) as soon as practicable and Notwithstanding anything in no event after this Agreement to the close of business on the second Business day after such receipt; provided, however, that contrary (i) for so long as (i) CarMax DFS is the Servicer, (ii) no Event of Servicing Termination shall have Servicer Default has occurred and be is continuing and (iii) (x) DFS arranges for and maintains a letter of credit or other form of credit enhancement in respect of the Servicer's obligations to make deposits of payments and Liquidation Proceeds in the Collection Account that is acceptable in form and substance to each Rating Agency or (y) DFS otherwise obtains the Rating Agency Condition shall have been satisfied andconfirmations described below, unless an Insurer Default shall have occurred and be continuingthen, subject to any limitations in the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance Condition")confirmations described below, the Servicer need not make the daily deposits of payments and Liquidation Proceeds into the Collection Account as provided in Section 5.02(a), but may remit any such amounts received during any Collection Period to make a single deposit into the Collection Account in immediately available same- day funds not later than 12:00 noon, New York City time, on the Business Day immediately preceding each Monthly Payment Date in a net amount equal to the Distribution Date following such amount which would have been on deposit with respect to the immediately preceding Collection Period in the Collection Account; provided, however, that prior to ceasing daily deposits as described in Section 5.02 (it being understood that a) the Monthly Remittance Condition has not been satisfied as of the Closing Date). The Owner Trustee and Servicer shall have delivered to the Indenture Trustee written confirmation from each of the Rating Agencies that the failure by DFS to make daily deposits shall not be deemed to have knowledge result in a reduction or withdrawal of the rating of any event or circumstance under clause outstanding Securities. (iic) or If (iiii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to makes a deposit into the Collection Account 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 Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds a payment of a Receivable and all amounts such payment was received by the Servicer in connection with the repossession and sale form of a Financed Vehicle check which is not honored for any reason or (whether ii) the Servicer makes a mistake with respect to the amount of any payment and deposits an amount that is less than or more than the actual amount of such payment, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any Receivable in respect of which a dishonored check is received shall be deemed not the related Receivable has to have been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datepaid.

Collections. The (i) On or prior to the Closing Date, initial Servicer shall remit 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 all amounts received by shall be revocable at the Servicer on or in respect option of Trustee as designee of the Receivables Trust (including Liquidation Proceeds 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 amounts Field Collections on the date received by recording the Servicer in connection with amount of the repossession payment received from the Obligor and sale the applicable account number. Subject to Section 5.4(a) of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in Indenture, no event after later than the close of business on the second Business day 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; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iiiB) deposited in the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, Collection Account no later than two Business Days following the written consent date of such receipt. Subject to Section 5.4(a) of the Insurer Indenture, Servicer shall have been obtained deposit all Recoveries into the Collection Account within two Business Days after the date of its receipt of such Recoveries. (eachiv) [Reserved.] (v) All Collections received by Servicer in respect of Receivables will, a "Monthly Remittance Condition"), the Servicer may remit any such amounts received during any Collection Period pending remittance to the Collection Account as provided herein, be held by Servicer in immediately available funds trust for the exclusive benefit of Trustee (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 behalf of the Closing Date). The Owner Trustee Receivables Trust) and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance 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 shall be deposited in the Collection Account. The Servicer may cause to be withdrawn from the Collection 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 hereby irrevocably waive any right to 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 their right, title and interest in and to the Collection Account unless and the Owner Trustee other Trust Accounts. (viii) All payments or the Indenture Trustee, as applicable, has received notice of such event other amounts collected or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of a Receivable shall be applied to the Outstanding Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale Balance of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted such Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

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

Collections. Except as provided below, the Servicer shall deposit all Collections in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later 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 remit 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 all or pay such amounts received by to the Servicer on or in respect Holder of the Receivables (including Liquidation Proceeds and all amounts received Transferor Certificate in accordance with this Article IV, in both cases as modified by the any Supplement. The Servicer in connection with the repossession and sale of a Financed Vehicle (whether shall make such deposits or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied 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 date indicated therein in immediately available funds on or as otherwise provided in the Business Day preceding Supplement for any Series of Certificates with respect to such Series. Notwithstanding anything in this Agreement to the Distribution Date following such Collection Period contrary, for so long as, and only so long as, the Transferor shall remain the Servicer hereunder, and (it being understood that a)(i) the Monthly Remittance Condition has not been satisfied as Servicer provides to the Trustee a letter of credit covering risk collection of the Closing Date). The Owner Trustee Servicer, and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) the Transferor shall not have received a notice from any Rating Agency that such a letter of credit would result in the lowering of such Rating Agency's then-existing rating of the Investor Certificates, or (iiib) 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 any Supplement, or make payments to the Holder of the definition 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 Remittance Condition that would require daily remittance by Period, whether the Servicer is required to make monthly or daily deposits from the Collection Account unless into the Owner Trustee Finance Charge Account, the Principal Account, the Excess Funding Account or the Indenture Trusteeany Series Account, as applicableprovided in any Supplement, has received notice of such event or circumstance from the Depositor or (i) the Servicer in an Officer's Certificate or written notice will only be required to deposit Collections from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account 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 Closing related Distribution Date all amounts received by to Investor Certificateholders or to any Credit Enhancement Provider pursuant to the terms of any Supplement or agreement relating to such Credit Enhancement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer on or in respect of will be permitted to withdraw the Receivables (including Liquidation Proceeds and all amounts received by excess from the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateCollection Account.

Collections. The (i) On or prior to the Closing Date, initial Servicer shall remit 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 all amounts received by shall be revocable at the Servicer on or in respect option of Trustee as designee of the Receivables Trust (including Liquidation Proceeds 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 amounts Field Collections on the date received by recording the Servicer in connection with amount of the repossession payment received from the Obligor and sale the applicable account number. Subject to Section 5.4(a) of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in Indenture, no event after later than the close of business on the second Business day 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; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iiiB) deposited in the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, Collection Account no later than two Business Days following the written consent date of such receipt. Subject to Section 5.4(a) of the Insurer Indenture, Servicer shall have been obtained deposit all Recoveries into the Collection Account within two Business Days after the date of its receipt of such Recoveries. (eachiv) [Reserved]. (v) All Collections received by Servicer in respect of Receivables will, a "Monthly Remittance Condition"), the Servicer may remit any such amounts received during any Collection Period pending remittance to the Collection Account as provided herein, be held by Servicer in immediately available funds trust for the exclusive benefit of Trustee (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 behalf of the Closing Date). The Owner Trustee Receivables Trust) and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance 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 shall be deposited in the Collection Account. The Servicer may cause to be withdrawn from the Collection 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 hereby irrevocably waive any right to 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 their right, title and interest in and to the Collection Account unless and the Owner Trustee other Trust Accounts. (viii) All payments or the Indenture Trustee, as applicable, has received notice of such event other amounts collected or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of a Receivable shall be applied to the Outstanding Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale Balance of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted such Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business day Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing(collectively, the written consent of the Insurer shall have been obtained (each, a "“Monthly Remittance Condition"Conditions”), the Servicer may shall not be required to remit any such amounts received during any collections to the Collection Account on the foregoing 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 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 preceding after identification thereof. Notwithstanding anything herein to the Distribution Date following such Collection Period (it being understood that 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 has not been satisfied hereunder, and will instead be subject to the conditions to making monthly deposits as of required by the Closing Datesubsequent Public ABS Transaction. 40 (Nissan 2012-B Sale and Servicing Agreement). (b) The Indenture Trustee or the Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (ii) or (iii) of the definition of the Monthly Remittance Condition that would require daily remittance by unless the Servicer to the Collection Account unless Indenture Trustee or the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's ’s Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% in principal amount of the Note Balance or from the Holders of Certificates evidencing not less than 25% Outstanding Amount of the Certificate Balance Notes, or a Responsible Trust Officer of the Owner Indenture Trustee or the Indenture Trustee, as applicable, Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. circumstances. (c) The Servicer shall remit to give (i) the Collection Account on Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date all amounts received Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer on or in before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied with respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datesuch alternative remittance schedule.

Collections. The Servicer shall remit to the Collection Account all amounts received payments by the Servicer or on or in respect behalf of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business Obligors on the second Receivables, all Insurance Proceeds, all Liquidation Proceeds, proceeds from any Dealer Liability, proceeds from any NITC Purchase Obligations and proceeds from any Guaranties within two Business day Days after such receipt; provided, however, that for so long as (i) CarMax is receipt thereof. Notwithstanding the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance Condition")foregoing, the Servicer shall not be required to remit such collections within such two Business Days but may remit any such amounts collections received during any Collection a Monthly Period to the Collection Account in immediately available funds on the Business Day immediately preceding the related Distribution Date following but only for so long as (i) NFC is the Servicer, (ii) (x) the Servicer satisfies the requirements for monthly remittances established by the Rating Agencies initially rating the Securities, and upon the satisfaction of such Collection Period (it being understood that requirements, the Monthly Remittance Condition has not been satisfied as Rating Agencies which initially rated the Securities reaffirm the rating of the Closing Date)Securities at the level at which they would be rated if collections were remitted within two Business Days, or (y) the short-term unsecured debt obligations of NFC are rated at least A-1+ by Standard & Poor's Ratings Services and P-1 by ▇▇▇▇▇'▇ Investors Service, Inc., and (iii) a Servicer Default shall not have occurred and be continuing. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition immediately preceding sentence that would require daily remittance within two Business Days by the Servicer to the Collection Account unless the Owner Indenture Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Noteholders whose Notes evidencing evidence not less than 25% of the Note Balance Outstanding Amount of the Notes as of the close of the preceding Distribution Date or from the Holders of Certificateholders whose Certificates evidencing evidence not less than the 25% of the Certificate Balance Voting Interests thereof or unless a Responsible Officer of in the Owner Trustee or the Indenture Trustee, as applicable, Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance. The Servicer For purposes of this Article V the phrase "payments by or on behalf of Obligors" shall remit to mean payments made by Persons other than the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateServicer.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds and all amounts received by within two Business Days after receipt thereof. Notwithstanding the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; providedforegoing, however, that for so long as (i) CarMax TMCC is the Servicer, (ii) either (a) TMCC's short-term unsecured debt is rated P-1 by Moody's and A-1 by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (b) certain arrangements are made that are acceptable to the Rating Agencies and (iii) no Servicing Default or Event of Servicing Termination Default shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuingcollectively, the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance ConditionConditions"), the Servicer may shall not be required to remit any such amounts received during any collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Conditions is not been satisfied as 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 Closing Date). The Owner Trustee Receivables and the Indenture Trustee all Net Liquidation Proceeds shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance remitted by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trusteeon a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer shall deposit all Payments Ahead in an Officer's Certificate or written notice from the Insurer (if no Insurer Default Collection Account within two Business Days after receipt thereof, which Payments Ahead shall have occurred and be continuingtransferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Holders of Notes evidencing Servicer will not less than 25% of be required to deposit Payments Ahead in the Note Balance or 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 Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(ii). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on the Closing Date which any Monthly Remittance Condition ceases to be satisfied and for so long as all amounts received Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer on or in respect of shall be immediately deposited into the Receivables (including Liquidation Proceeds Payahead Account and all amounts received future Payments Ahead shall be remitted by the Servicer in connection with to the repossession Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and sale each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a Financed Vehicle failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (whether which may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Condition), if the Servicer provides to the Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the qualification, reduction or not withdrawal of the related Receivable has been classified as a Defaulted Receivable)) during rating then assigned to any Class of Notes or the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateCertificates.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all amounts received payments by or on behalf of the Servicer on or in Obligors with respect of to the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to other than Purchased Receivables) and all Net Liquidation Proceeds, both as soon as practicable and in no event after collected during the close of business on Monthly Period less any payments owed thereon to the second Business day after such receipt; providedServicer. Notwithstanding the foregoing, however, that for so long as (i) CarMax is Franklin Capital remains the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing 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 (iiiiv) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred (and be continuing, any conditions or limitations imposed by the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance Condition"Rating Agencies in connection therewith are complied with), the Servicer may remit any such amounts received during any Collection Period collections with respect to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date). 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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit calendar month to the Collection Account on the Closing Date all 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 received on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer in connection with of such amounts and the repossession provision of such information to the Indenture Trustee and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateIndenture Administrator.

Collections. The (a) On or prior to the Closing Date, the Master Servicer shall remit open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-TOP3" (the "Certificate Account"). On or prior to the Collection Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-TOP3" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account all amounts received by or the Interest Reserve Account, as the case may be, the Master Servicer on or in respect shall give to the Paying Agent and the Trustee prior written notice of the Receivables (including Liquidation Proceeds name and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent address of the Insurer depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall have been obtained (each, a "Monthly Remittance Condition"take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), the Servicer may remit any such amounts received during any Collection Period subject to the Collection Master Servicer's (or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account in immediately available funds on the Business Day preceding following receipt (or, in the Distribution Date case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such Collection Period (it being understood that failure and in the Monthly Remittance Condition has not been satisfied as case of unscheduled remittances of principal or interest, on the Business Day following identification of 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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice proper application of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuingamounts), the Holders 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 Notes evidencing not less interest and principal on the Mortgage Loans or Companion Loans 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 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of deposit them into the Certificate Balance or a Responsible Officer of Account, (II) shall, rather than deposit them in the Owner Trustee or the Indenture TrusteeCertificate Account, as applicable, has actual knowledge of such event or circumstance. The Servicer shall directly remit to the Collection Account on Primary Servicers the Closing Date all amounts received applicable Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Servicer on or applicable Primary Servicer), and (III) shall, rather than deposit them in respect the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the 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 Receivableexcess servicing rights)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.):

Collections. The Servicer Seller shall remit 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 (subject to the terms of this Agreement) to each such Collection Account all amounts Account. In the case of any Collections received by the Servicer on Seller or any Originator, the Seller shall remit (or shall cause such Originator to remit) 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 respect 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 satisfaction of the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Seller shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent (including Liquidation Proceeds at the direction of any Co-Agent) delivers to any of the Collection Banks a Collection Notice pursuant to Section 6.3, any Agent may request that the Seller, and the Seller thereupon promptly shall and shall direct the Originators to, direct all amounts received Obligors on Receivables to remit all payments thereon to a new depositary account (the “New Concentration Account”) specified by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied Administrative Agent and, unless an Insurer Default at all times thereafter the Seller shall have occurred not deposit or otherwise credit, and be continuingshall 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 written consent of Administrative Agent may request that the Insurer shall have been obtained (eachSeller, a "Monthly Remittance Condition")and the Seller thereupon promptly shall, the Servicer may remit any such amounts received during direct all Persons then making remittances to any Collection Period Account listed on Exhibit III which remittances are not payments on Receivables to the Collection Account in immediately available funds deliver such remittances to a location other than an account listed 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). 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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateExhibit III.

Collections. The (a) Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall remit to the Collection Account all payments (other than amounts constituting Supplemental Servicing Fees) by or on behalf of the Obligors on the Receivables, including all Liquidation Proceeds received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) during any Collection Period, as soon as practicable and practicable, but in no event after the close of business on the second Business day Day, after such receipt; provided, however, that for so long as identification thereof. Subject to the provisions of subsections (ib) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance Condition"c), on the Closing Date, Servicer may remit any such amounts received during any Collection Period to shall deposit in the Collection Account in immediately available funds all payments by or on behalf of the Obligors 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). 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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts Receivables received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding after the Cutoff Date and on or prior to and including the second Business Day immediately preceding the Closing Date. (b) Notwithstanding the provisions of subsection (a), if Bank is the Servicer and (i) [ ] shall have the Required Rating or (ii) Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to in subsection (a) for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that if (x) a Servicer Termination Event has occurred and is continuing, (y) Servicer has been terminated as such pursuant to Section 8.1 or (z) [ ] ceases to have the 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 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 a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account and applied either to the scheduled payments due or to prepay the Precomputed Receivable in full in accordance with Section 4.5.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business day Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing(collectively, the written consent of the Insurer shall have been obtained (each, a "“Monthly Remittance Condition"Conditions”), the Servicer may shall not be required to remit any such amounts received during any collections to the Collection Account on the foregoing 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 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 preceding after identification thereof. Notwithstanding anything herein to the Distribution Date following such Collection Period (it being understood that 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 has not been satisfied hereunder, and will instead be subject to the conditions to making monthly deposits as of required by the Closing Date). subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (ii) or (iii) of the definition of the Monthly Remittance Condition that would require daily remittance by unless the Servicer to the Collection Account unless Indenture Trustee or the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's ’s Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% in principal amount of the Note Balance or from the Holders of Certificates evidencing not less than 25% Outstanding Amount of the Certificate Balance Notes, or a Responsible Trust Officer of the Owner Indenture Trustee or the Indenture Trustee, as applicable, Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstancecircumstances. 42 (Nissan 2015-B Sale and Servicing Agreement) (c) The Servicer shall remit to give (i) the Collection Account on Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date all amounts received Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer on or in before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied with respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datesuch alternative remittance schedule.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all amounts received payments by or on behalf of the Servicer on or in Obligors with respect of to the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to other than Purchased Receivables) and all Net Liquidation Proceeds, both as soon as practicable and in no event after collected during the close of business on Monthly Period less any payments owed thereon to the second Business day after such receipt; providedServicer. Notwithstanding the foregoing, however, that for so long as (i) CarMax is Franklin Capital remains the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing 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 (iiiiv) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred (and be continuing, any conditions or limitations imposed by the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance Condition"Rating Agencies in connection therewith are complied with), the Servicer may remit any such amounts received during any Collection Period collections with respect to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date). 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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit calendar month to the Collection Account on the Closing Date all 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 received on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer in connection with of such amounts and the repossession and sale provision of a Financed Vehicle (whether or not such information to the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateIndenture Trustee.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the 40 (Nissan 2015-A Sale and Servicing Agreement) Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business day Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing(collectively, the written consent of the Insurer shall have been obtained (each, a "“Monthly Remittance Condition"Conditions”), the Servicer may shall not be required to remit any such amounts received during any collections to the Collection Account on the foregoing 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 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 preceding after identification thereof. Notwithstanding anything herein to the Distribution Date following such Collection Period (it being understood that 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 has not been satisfied hereunder, and will instead be subject to the conditions to making monthly deposits as of required by the Closing Date). subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (ii) or (iii) of the definition of the Monthly Remittance Condition that would require daily remittance by unless the Servicer to the Collection Account unless Indenture Trustee or the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's ’s Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% in principal amount of the Note Balance or from the Holders of Certificates evidencing not less than 25% Outstanding Amount of the Certificate Balance Notes, or a Responsible Trust Officer of the Owner Indenture Trustee or the Indenture Trustee, as applicable, Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. circumstances. (c) The Servicer shall remit to give (i) the Collection Account on Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date all amounts received Date, no such notice shall be required in connection therewith). 41 (Nissan 2015-A Sale and Servicing Agreement) (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer on or in before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied with respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datesuch alternative remittance schedule.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all amounts received payments by or on behalf of the Servicer on or in Obligors with respect of to the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to other than Purchased Receivables) and all Net Liquidation Proceeds, both as soon as practicable and in no event after collected during the close of business on Monthly Period less any payments owed thereon to the second Business day after such receipt; providedServicer. Notwithstanding the foregoing, however, that for so long as (i) CarMax is Franklin Capital remains the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing 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 (iiiv) the Rating Agency Condition shall have been satisfied and(and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied 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 immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on 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 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 of the Closing Date). The Owner Trustee and the Indenture Trustee shall not be deemed make a distribution to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuingrespect of such amount pursuant to Section 5.6(a)(i), or if the Holders of Notes evidencing not less than 25% of Servicer prior thereto has been reimbursed pursuant to Section 5.6(a)(i) or Section 5.9, the Note Balance or Trustee shall withhold such amounts 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, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit amounts otherwise distributable to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing next succeeding Distribution Date.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business day Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing(collectively, the written consent of the Insurer shall have been obtained (each, a "“Monthly Remittance Condition"Conditions”), the Servicer may shall not be required to remit any such amounts received during any collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as 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 Closing Date). The Owner Trustee Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly 40 (Nissan 2014-A Sale and Servicing Agreement) Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (ii) or (iii) of the definition of the Monthly Remittance Condition that would require daily remittance by unless the Servicer to the Collection Account unless Indenture Trustee or the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's ’s Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% in principal amount of the Note Balance or from the Holders of Certificates evidencing not less than 25% Outstanding Amount of the Certificate Balance Notes, or a Responsible Trust Officer of the Owner Indenture Trustee or the Indenture Trustee, as applicable, Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. circumstances. (c) The Servicer shall remit to give (i) the Collection Account on Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date all amounts received Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer on or in before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied with respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datesuch alternative remittance schedule.

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 direct each applicable depository or lockbox bank pursuant to the Collection a Lock-Box Account Agreement to remove all amounts received Mail Payments from each Lock-Box by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on each Business Day and deposit the second Business day after same into a Lock-Box Account. Servicer shall process all such receipt; providedMail Payments, howeverand all other payments received in any form, that on the date such payment is received, by recording the amount of the payment received from the Obligor and the applicable account or invoice number. (d) All Collections received by any Originator or the Servicer in respect of Receivables will, pending remittance to a Lock-Box Account, be held by such Originator or the Servicer in trust for so long as the exclusive benefit of the Administrator, on behalf of the Secured Parties, and shall not be commingled with any other funds or property of any Originator or the Servicer. (e) The Borrower and the Servicer hereby irrevocably waive any right to set-off or otherwise deduct any amount owing by or to them from any Collections received by them prior to remittance thereof in accordance with this Agreement. (f) In performing its duties and obligations hereunder, the Servicer (i) CarMax is shall not impair the Servicerrights of the Borrower or the Administrator, on behalf of the Secured Parties, in any Receivable, (ii) no Event shall not amend the terms of Servicing Termination shall have occurred any Receivable other than in accordance with the Credit and be continuing Collection Policy and this Agreement, (iii) shall not release any goods securing a Receivable from the Rating Agency Condition lien created by such Receivable except as specifically provided for herein, and (iv) shall have been satisfied and, unless an Insurer Default 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 shall have occurred and be continuing, the written consent breach any of the Insurer shall have been obtained its covenants set forth in clause (each, a "Monthly Remittance Condition"i), 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). 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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuingthis Section 11.2.3(f), the Holders Servicer shall pay the Unpaid Balance of Notes evidencing not less than 25% of each Receivable affected thereby on the Note Balance or from Distribution Date following 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, as applicable, has actual knowledge of Calculation Period in which such event or circumstanceoccurs. The For the purposes of Section 11.7 hereof, the Servicer shall remit not be deemed to the Collection Account on the Closing Date all amounts received have breached its obligations under this Section 11.2.3(f) unless it shall fail to make such payment with respect to any Receivable affected by the Servicer Servicer’s noncompliance with clause (i), (ii) or (iii) of this Section 11.2.3(f) on such Distribution Date. (g) All payments or in respect of the Receivables (including Liquidation Proceeds and all other amounts collected or received by the Servicer in connection with the repossession and sale respect of a Financed Vehicle (whether or not Receivable shall be applied to the related Receivable has been classified as a Defaulted Unpaid Balance of such Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The (i) On or prior to the Closing Date, initial Servicer shall remit 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 all amounts received by shall be revocable at the Servicer on or in respect option of Trustee as designee of the Receivables Trust (including Liquidation Proceeds 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 amounts Field Collections on the date received by recording the Servicer in connection with amount of the repossession payment received from the Obligor and sale the applicable account number. Subject to Section 5.4(a) of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in Indenture, no event after later than the close of business on the second Business day 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; provided, however, that for so long as (i) CarMax is the Servicer, and (ii) deposited in the Collection Account no Event later than two Business Days following the date of Servicing Termination shall have occurred and be continuing and (iiisuch receipt. Subject to Section 5.4(a) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent of the Insurer Indenture, Servicer shall have been obtained deposit all Recoveries into the Collection Account within two Business Days after the date of its receipt of such Recoveries. (eachiv) [Reserved]. (v) All Collections received by Servicer in respect of Receivables will, a "Monthly Remittance Condition"), the Servicer may remit any such amounts received during any Collection Period pending remittance to the Collection Account as provided herein, be held by Servicer in immediately available funds trust for the exclusive benefit of Trustee (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 behalf of the Closing Date). The Owner Trustee Receivables Trust) and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance 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 shall be deposited in the Collection Account. The Servicer may cause to be withdrawn from the Collection 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 hereby irrevocably waive any right to 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 their right, title and interest in and to the Collection Account unless and the Owner Trustee other Trust Accounts. (viii) All payments or the Indenture Trustee, as applicable, has received notice of such event other amounts collected or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of a Receivable shall be applied to the Outstanding Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale Balance of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted such Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit to the Collection Deposit Account all amounts received payments by or on behalf of the Servicer on or in Obligors with respect of to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds and all amounts received by collected during the related Collection Period, prior to 11:00 a.m. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer in connection with shall remit to the repossession and sale Deposit Account all payments by or on behalf of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments Obligors with respect to the Receivables (other than Purchased Receivables) Receivables and not including Fixed Value Payments), all Liquidation Proceeds within two Business Days of receipt thereof. The commingling conditions are as soon as practicable and in no event after the close of business on the second Business day after such receipt; provided, however, that for so long as follows: (i) CarMax is DCS must be the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing and (iii) (x) DaimlerChrysler North America Holding Corporation 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(and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the contrary, unless an Insurer Default shall have occurred so long as DCS is the Servicer, DCS may withhold from the deposit into the Deposit Account any amounts indicated on the related Servicer's Certificate as being due and be continuingpayable to DCS or the Seller and pay such amounts directly to DCS or the Seller, as applicable. For purposes of this Article V, the written consent phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Insurer shall have been obtained (each, a "Monthly Remittance Condition")Receivables by Persons other than the Servicer or the Seller. In the event the commingling conditions cease to be met, the Servicer may remit any such amounts received during any Collection Period shall make daily remittance of collections to the Collection Deposit Account in immediately available funds on the within two Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as Days of 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 definition of Monthly Remittance Condition that would require receipt thereof; provided however, daily remittance may commence no later than five Business Days following a reduction of DaimlerChrysler North America Holding Corporation's short-term ratings below "A-1" by the Servicer to the Collection Account unless the Owner Trustee Standard & Poor's or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received "P-1" by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateMoody's.

Collections. The (a) Subject to the provisions of subsection (b) below, the Servicer shall remit to the Collection Account (i) all amounts received payments by the Servicer or on or in respect behalf of the Obligors (including, subject to the next two sentences, Payaheads on the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale Rule of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) 78's Payments, but excluding payments with respect to Purchased ReceivablesReceivables 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 and practicable, but in no event after the close of business on the second Business day Day after receipt thereof. Collections of Payaheads and Rule of 78's Payments shall be deposited in the Collection Account, 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 receipt; providedamounts shall not be transferred to the Collection Account until due, howeverand with respect to Rule of 78's Payments, that determination of such payments, which payments upon determination shall be made to the Servicer, and the Trust shall not be entitled to such amounts. MMCA, for so long as (i) CarMax it is acting as the Servicer, (ii) no Event may make remittances of Servicing Termination shall have occurred 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 be continuing conditions set forth below in this Section 4.2 and (iii) only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent provisions of the Insurer shall have been obtained (each, a "Monthly Remittance Condition")first sentence of this Section 4.2, the Servicer may shall remit any such amounts collections received during any a Collection Period to the Collection Account in immediately available funds on the Business Day preceding prior to the Distribution related Payment Date following such Collection Period but only for so long as each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (it being understood that which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition has became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from the Rating Agencies that such alternative remittance schedule will not been satisfied as result in the downgrading or withdrawal by the Rating Agencies of the Closing Date)ratings then assigned to the Notes and the Certificates. The Owner Trustee and or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, Trustee has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance 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 an Authorized Officer of in the Owner Trustee Corporate Trust Office with knowledge hereof or the Indenture Trustee, as applicable, familiarity herewith has actual knowledge of such event or circumstance. The . (b) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Collection Account Account, as soon as practicable, but in no event after the close of business on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding after receipt thereof by the Closing Datesubservicer (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. (i) The Servicer shall remit administer Collections in accordance with the provisions of this Section 2.7. Approved Investors shall be instructed to pay proceeds from the sale of Mortgage Loans into the Collection Account, and such amounts may be released in accordance with the procedures set forth in Section 3.3 hereof. (ii) The Servicer acknowledges that Collections and/or other Collateral Proceeds received by it with respect to any Mortgage Asset belong to the Borrower and have been pledged to the Administrative Agent, on behalf of the Lenders. From such Collections and/or other Collateral Proceeds, the Servicer, on behalf of the Borrower, shall deposit amounts necessary to make payments on the following Settlement Date (or end of the related Interest Period) pursuant to Section 2.7(c)(iii) or (iv), as applicable, into the Collection Account all amounts received no later than such Settlement Date or at the end of such Interest Period, or, on or after the Drawdown Termination Date or upon the occurrence and during the continuation of an Event of Default, within one Business Day after receipt by the Servicer. Until deposited into the Collection Account, the Servicer may commingle Collections and other Collateral Proceeds with its own funds and use such funds for its own business purposes. (iii) Prior to the Drawdown Termination Date, the Servicer shall withdraw funds from the Collection Account (to the extent of collected funds therein) and shall make payments from the Collection Account at the following times and in the following order of priority: (A) To the extent not previously paid, on or in respect of each Settlement Date, the Receivables (including Liquidation Proceeds Servicer shall deposit an amount equal to the costs, fees and all amounts received 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 in connection with shall deposit an amount equal to accrued interest on such Advance, which amount shall be paid to the repossession and sale of a Financed Vehicle (whether or not applicable Managing Agent’s Account for the related Receivable has been classified as 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 Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; providedpro rata basis, however, that for so long as (i) CarMax is the Servicerto JPMorgan Chase, as a Managing Agent, to JPMorgan Chase’s Managing Agent’s Account, (ii) no Event of Servicing Termination shall have occurred and be continuing and 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 Rating Agency Condition shall have been satisfied andAdministrative Agent, unless an Insurer Default shall have occurred and be continuing, to the written consent of Administrative Agent’s Account. (D) On each Settlement Date on which the Insurer shall have been obtained (each, a "Monthly Remittance Condition")Required Reserve Account Amount exceeds the amount then on deposit in the Reserve Account, the Servicer may remit shall deposit an amount equal to such excess to the Reserve Account. (E) On each Settlement Date, if the Group Banks in any Group have not consented to an extension of the Drawdown Termination Date, but the Group Banks in the other Groups have so consented and such amounts non-extending Lenders have not assigned their respective Advances and Bank Commitments to one or more other Lenders in accordance with Section 2.1(b) and Section 13.9, the Servicer shall deposit an amount equal to the unpaid balance of all Principal Debt owing to the non-extending Lenders to the related Managing Agent’s Account. (F) To the extent not previously paid, on each Settlement Date, the Servicer shall deposit any amounts, other than those listed in clauses (A), (B) and (C) above and other than principal on the Advances, that are then due and payable and of which the Servicer has received during prior written notice, including without limitation additional costs under Section 2.16, any Collection Period additional interest under Section 2.17, Consequential Losses under Section 2.18, indemnities under Section 10.1 and costs, expenses and taxes under Section 13.19, to the applicable Managing Agent’s Account. (G) On each Settlement Date, the Servicer shall withdraw from the Collection Account for its own account an amount equal to accrued Servicing Fee then due and payable. (iv) On the Drawdown Termination Date and thereafter, the Administrative Agent shall make payments from the Collection Account (to the extent of collected funds therein) at the following times and in immediately available funds on the Business Day preceding following order of priority: (A) On each Settlement Date, if the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has Servicer is not been satisfied as one of the Closing Originators or an Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and payable shall be paid to the Servicer. (B) To the extent not previously paid, on each Settlement Date), an amount equal to the costs, fees and expenses then due and payable to the Collateral Agent shall be paid to an account designated by the Collateral Agent. (C) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or for any Eurodollar Advance, an amount equal to accrued interest on each such Advance shall be paid to the applicable Managing Agent’s Account. The Owner Trustee 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 Indenture Trustee shall not be deemed related Fee Letter, on a pro rata basis, (i) to have knowledge of any event or circumstance under clause JPMorgan Chase, as a Managing Agent, to JPMorgan Chase’s Managing Agent’s Account, (ii) or 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 definition of Monthly Remittance Condition that would require daily remittance by 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 is one of the Originators or an Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and payable shall be paid to the Collection Account unless Servicer. (v) Upon receipt of funds deposited into its Managing Agent’s Account, each Managing Agent shall distribute such funds to the Owner Trustee Lenders in its Group or to itself for application to the Indenture TrusteeObligations in accordance with the order of priority set forth in Section 2.7(c)(iii) or (iv), 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 Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The (a) Subject to the provisions of subsection (b) below, the Servicer shall remit to the Collection Account (i) all amounts received payments by the Servicer or on or in respect behalf of the Obligors (including, subject to the next two sentences, Payaheads on the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale Rule of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) 78's Payments, but excluding payments with respect to Purchased ReceivablesReceivables 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 and practicable, but in no event after the close of business on the second Business day Day after receipt thereof. Collections of Payaheads and Rule of 78's Payments shall be deposited in the Collection Account, pursuant to the preceding sentence for purposes of administrative convenience only, pending, with respect to Payaheads, determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(g)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and such receipt; providedamounts shall not be transferred to the Collection Account until due, howeverand with respect to Rule of 78's Payments, that determination of such payments, which payments upon determination shall be made to the Servicer, and the Trust shall not be entitled to such amounts. MMCA, for so long as (i) CarMax it is acting as the Servicer, (iimay make remittances of collections on a less frequent basis than that specified in the immediately preceding paragraph. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 4.2(a) no Event of Servicing Termination shall have occurred and be continuing only for so long as such terms and (iii) conditions are fulfilled. Accordingly, notwithstanding the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent provisions of the Insurer shall have been obtained (each, a "Monthly Remittance Condition"first sentence of this Section 4.2(a), the Servicer may shall remit any such amounts collections received during any a Collection Period to the Collection Account in immediately available funds on the Business Day preceding prior to the Distribution related Payment Date following such Collection Period but only for so long as each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (it being understood that which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition has became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from the Rating Agencies that such alternative remittance schedule will not been satisfied as result in the downgrading or withdrawal by the Rating Agencies of the Closing Date)ratings then assigned to the Notes and the Certificates. The Owner Trustee and or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, Trustee has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance 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 of in the Owner Trustee Corporate Trust Office with knowledge hereof or the Indenture Trustee, as applicable, familiarity herewith has actual knowledge of such event or circumstance. The . (b) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Collection Account Account, as soon as practicable, but in no event after the close of business on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding after receipt thereof by the Closing Datesubservicer (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. The Servicer shall remit to the Collection ----------- Account all amounts received payments by the Servicer or on or in respect behalf of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business Obligors on the second Receivables, all Insurance Proceeds, all Liquidation Proceeds, proceeds from any Dealer Liability, proceeds from any International Purchase Obligations and proceeds from any Guaranties within two Business day Days after such receipt; provided, however, that for so long as (i) CarMax is receipt thereof. Notwithstanding the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance Condition")foregoing, the Servicer shall not be required to remit such collections within such two Business Days but may remit any such amounts collections received during any Collection a Monthly Period to the Collection Account in immediately available funds on the Business Day immediately preceding the related Distribution Date following but only for so long as (i) NFC is the Servicer, (ii) (x) the Servicer satisfies the requirements for monthly remittances established by the Rating Agencies initially rating the Securities, and upon the satisfaction of such Collection Period (it being understood that requirements, the Monthly Remittance Condition has not been satisfied as Rating Agencies which initially rated the Securities reaffirm the rating of the Closing Date)Securities at the level at which they would be rated if collections were remitted within two Business Days or (y) the short-term unsecured debt obligations of 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 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 definition of Monthly Remittance Condition immediately preceding sentence that would require daily remittance within two Business Days by the Servicer to the Collection Account unless the Owner Indenture Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Noteholders whose Notes evidencing evidence not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% Outstanding Amount of the Certificate Balance Voting Notes as of the close of the preceding Distribution Date or unless a Responsible Officer of in the Owner Trustee or the Indenture Trustee, as applicable, Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance. The Servicer For purposes of this Article V the phrase "payments by or on behalf of Obligors" shall remit to mean payments made by Persons other than the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateServicer.

Collections. The (a) On or prior to the Closing Date, the Master Servicer shall remit open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Collection Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account all amounts received by or the Interest Reserve Account, as the case may be, the Master Servicer on or in respect shall give to the Paying Agent and the Trustee prior written notice of the Receivables (including Liquidation Proceeds name and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent address of the Insurer depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall have been obtained (each, a "Monthly Remittance Condition"take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), the Servicer may remit any such amounts received during any Collection Period subject to the Collection Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account in immediately available funds on the Business Day preceding following receipt (or, in the Distribution Date case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such Collection Period (it being understood that failure and in the Monthly Remittance Condition has not been satisfied as case of unscheduled remittances of principal or interest, on the Business Day following identification of 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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice proper application of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuingamounts), the Holders 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 Notes evidencing not less 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 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of deposit them into the Certificate Balance or a Responsible Officer of Account, (II) shall, rather than deposit them in the Owner Trustee or the Indenture TrusteeCertificate Account, as applicable, has actual knowledge of such event or circumstance. The Servicer shall directly remit to the Collection Account on Primary Servicer the Closing Date all amounts received Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Servicer on or Primary Servicer), and (III) shall, rather than deposit them in respect the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the 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 Receivableexcess servicing rights)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.):

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all amounts received by 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 or a less frequent basis than that specified in respect 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 Receivables (including Liquidation Proceeds and all amounts received by first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in connection with the repossession and sale of a Financed Vehicle (whether Automated Clearinghouse Corporation next-day funds or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in immediately available funds no event after the close of business later than 11:00 a.m., New York City time, on the second Business day after such receipt; providedDeposit Date, however, that but only for so long as (i) CarMax is the Servicershort-term certificate of deposit ratings of the Servicer are at least P-1 by Moody’s, “F1” by Fitch (iiif rated by Fitch) no Event of Servicing Termination shall have occurred and be continuing and (iii) “A-1” by Standard & Poor’s, or the Rating Agency Condition shall have been is satisfied andas a result of Collections being remitted on a monthly, unless an Insurer Default shall have occurred rather than daily, basis and be continuing, the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance Condition"), ii) the Servicer may remit any such amounts received during any Collection Period shall be Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account in immediately available funds on pursuant to the Business Day preceding sentence, the Distribution Date following such Collection Period (it being understood that Paying Agent shall provide written notice to the Monthly Remittance Condition has not been satisfied as of the Closing Date). The Owner 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 not 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 knowledge of any event or circumstance under clause (ii) or (iii) purchased such Receivable pursuant to Section 4.6 as of the definition last day of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of Period during which such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default error shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Dateoccurred.

Collections. The (a) Subject to the provisions of subsections (b) and (c) below, the Servicer shall remit to the Collection Certificate Account all amounts payments by or on behalf of the Obligors on the Receivables, including all Liquidation Proceeds and Recoveries received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) during any Collection Period, as soon as practicable and 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 deposit in the Certificate Account all payments by or on behalf of the Obligors on the Receivables received by the Servicer after the close of business of the Servicer on the Cutoff Date and on or prior to the second Business Day immediately preceding the Closing Date. (b) Notwithstanding the provisions of Section 4.2(a), if (i) the Servicer shall have the Required Rating or (ii) (a) the Servicer shall have obtained a letter of credit or surety bond (or similar form of performance guaranty) in favor of the Trustee, on behalf of the Trust for the benefit of the Certificateholders, providing that the Trustee may demand payment (up to the amount then available thereunder) in the event that the Servicer fails to make any payment or deposit required hereunder (other than with respect to Advances) and (b) the Trustee shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, the Servicer may deposit the amounts referred to in subsection (a) above into the Certificate Account not later than the close of business on the Deposit Date immediately succeeding the last day after such receipt; providedof the related Collection Period, however, that 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) CarMax if an Event of Servicing Termination has occurred and is the Servicercontinuing, (ii) no Event the Servicer has been terminated as such pursuant to Section 9.1 or (iii) the Servicer ceases to have the Required Rating (and the Servicer has not obtained a letter of Servicing Termination credit (or similar form of performance guaranty) satisfying the conditions specified above), the Servicer shall have occurred and deposit such amounts (including any amounts then being held by the Servicer) into the Certificate Account as provided in Section 4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be continuing 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 Rating Agency Condition shall have been satisfied and, unless outgoing Servicer. Following the occurrence of an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained event specified in clauses (each, a "Monthly Remittance Condition"i), 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). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstanceTrust. 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 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 the Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the related Distribution Date. (d) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Collection Certificate Account as soon as practicable, but in no event later than the close of business (New York time) on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding after receipt thereof by the Closing Datesubservicer (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. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business day Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing(collectively, the written consent of the Insurer shall have been obtained (each, a "“Monthly Remittance Condition"Conditions”), the Servicer may shall not be required to remit any such amounts received during any collections to the Collection Account on the foregoing 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 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 preceding after identification thereof. Notwithstanding anything herein to the Distribution Date following such Collection Period (it being understood that 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 has not been satisfied hereunder, and will instead be subject to the conditions to making monthly deposits as of required by the Closing Date). subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (ii) or (iii) of the definition of the Monthly Remittance Condition that would require daily remittance by unless the Servicer to the Collection Account unless Indenture Trustee or the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's ’s Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% in principal amount of the Note Balance or from the Holders of Certificates evidencing not less than 25% Outstanding Amount of the Certificate Balance Notes, or a Responsible Trust Officer of the Owner Indenture Trustee or the Indenture Trustee, as applicable, Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. circumstances. (c) The Servicer shall remit to give (i) the Collection Account on Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date all amounts received Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer on or in before the Monthly Remittance Condition became unsatisfied), if the Rating Agency Condition shall have been satisfied with respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datesuch alternative remittance schedule.

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

Collections. Except as provided below, the Servicer shall deposit ----------- all Collections in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later 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 remit 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 all or pay such amounts received by to the Servicer on or in respect Holder of the Receivables (including Liquidation Proceeds and all amounts received Transferor Certificate in accordance with this Article IV, in both cases as modified by the any Supplement. The Servicer in connection with the repossession and sale of a Financed Vehicle (whether shall make such deposits or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied 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 date indicated therein in immediately available funds on or as otherwise provided in the Business Day preceding Supplement for any Series of Certificates with respect to such Series. Notwithstanding anything in this Agreement to the Distribution Date following such Collection Period contrary, for so long as, and only so long as, the Transferor shall remain the Servicer hereunder, and (it being understood that a)(i) the Monthly Remittance Condition has not been satisfied as Servicer provides to the Trustee a letter of credit covering risk collection of the Closing Date). The Owner Trustee Servicer, and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) the Transferor shall not have received a notice from any Rating Agency that such a letter of credit would result in the lowering of such Rating Agency's then-existing rating of the Investor Certificates, or (iiib) 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 any Supplement, or make payments to the Holder of the definition 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 Remittance Condition that would require daily remittance by Period, whether the Servicer is required to make monthly or daily deposits from the Collection Account unless into the Owner Trustee Finance Charge Account, the Principal Account, the Excess Funding Account or the Indenture Trusteeany Series Account, as applicableprovided in any Supplement, has received notice of such event or circumstance from the Depositor or (i) the Servicer in an Officer's Certificate or written notice will only be required to deposit Collections from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account 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 Closing related Distribution Date all amounts received by to Investor Certificateholders or to any Credit Enhancement Provider pursuant to the terms of any Supplement or agreement relating to such Credit Enhancement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer on or in respect of will be permitted to withdraw the Receivables (including Liquidation Proceeds and all amounts received by excess from the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateCollection Account.

Collections. The (a) On each Deposit Date, the Servicer shall remit apply all Collections released to the Collection Account all amounts received by Purchaser pursuant to the Servicer on or in respect of the Receivables (including Liquidation Proceeds Purchase Agreement and all amounts received paid by the Servicer in connection with the repossession Seller pursuant to Section 2.04(a) and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable2.04(b) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; provided, however, that for so long as hereof (i) CarMax is first, to pay the ServicerPurchase Price then owing by the Purchaser hereunder on such date, (ii) second, if such date is a Settlement Date, to pay the accrued and unpaid interest on the Deferred Purchase Price for the most recently ended calendar month (as provided in Section 2.03(c)), and (iii) third, to prepay in whole or in part the principal amount of the Deferred Purchase Price. The Servicer shall, on or before each Settlement Date, deposit into an account of the Purchaser or the Purchaser's assignee all remaining Collections of Transferred Receivables (if any) then held by the Servicer (but only to the extent such Collections have not been previously applied to purchase new Receivables hereunder or to pay the Deferred Purchase Price). (b) In the event that the Seller believes that collections which are not Collections of Transferred Receivables have been deposited into an account of the Purchaser or the Purchaser's assignee, the Seller shall so advise the Purchaser and, on the Business Day following such identification to the Purchaser's reasonable satisfaction, the Purchaser shall instruct the Servicer to remit such collections to the Seller. (c) On each Settlement Date, the Purchaser shall, to the extent Collections are available for such purpose under the Purchase Agreement and are not required to pay the Purchase Price for any Receivables purchased hereunder, pay to the Seller accrued interest on the Deferred Purchase Price; provided that each such payment shall be made solely from (i) Collections of Transferred Receivables after all other amounts then due from the Purchaser under the Purchase Agreement have been paid in full and all amounts then required to be set aside by the Purchaser or the Servicer under the Purchase Agreement have been so set aside or (ii) excess cash flow from operations of the Purchaser which is not required to be applied to the payment of any Senior Obligations; and provided, further that no such payment shall be made at any time when an Event of Servicing Termination shall have occurred and be continuing and (iii) continuing. At such time following the Rating Agency Condition Termination Date when all Senior Obligations shall have been satisfied and, unless an Insurer Default shall have occurred and be continuingpaid in full, the written consent Purchaser shall apply, on each Deposit Date, all Collections 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 of 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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts Transferred Receivables received by the Servicer Purchaser pursuant to Section 2.03(a) (and not previously distributed) first to the payment of accrued interest on or in respect the Deferred Purchase Price, and then to the reduction of the Receivables (including Liquidation Proceeds and all amounts received by principal amount of the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateDeferred Purchase Price.

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

Collections. 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 allocate such amounts to each Series of Investor Certificates and to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV and shall cause the Trustee to withdraw the required amounts from the Collection Account all or pay such amounts received by to the Servicer on or in respect Holder of the Receivables (including Liquidation Proceeds and all amounts received Exchangeable Transferor Certificate in accordance with this Article IV. The Servicer shall make such deposits or payments on the date indicated herein by wire transfer or as otherwise provided in the Servicer in connection with the repossession and sale Supplement for any Series of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments Certificates with respect to Purchased Receivablessuch Series. Notwithstanding anything in this Agreement to the contrary, 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 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 soon 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 practicable and in no event after 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 second Business day after any Collections are deposited in the Collection Account as otherwise provided in this Article IV, but may instead make such receipt; provideddeposits, howeverpayments and withdrawals on each Transfer Date in an amount equal to the net amount of such deposits, that 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 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 related Distribution Date to investor Certificateholders or to any Enhancement Provider pursuant to the 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 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) CarMax Green Tree (or any successor to Green Tree pursuant to Section 8.2) is the Servicer, Servicer hereunder and (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) 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 Rating Agency Condition shall have been satisfied andretail financing for the related Product, 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 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 time when such deposit (but for this sentence) would be required to be made under this Agreement, be paid to the Transferor under this Agreement and then to Green Tree as the Seller under the Purchase Agreement; provided that amounts otherwise payable to Green Tree pursuant to this sentence shall instead be deposited in immediately available funds on the Business Day preceding Excess Funding Account to the Distribution Date following such Collection Period (it extent, if any, necessary to prevent the Transferor Interest from being understood that less than the Monthly Remittance Condition has not been satisfied as of the Closing Date)Minimum Transferor Interest. The Owner Trustee preceding sentence is for administrative convenience only, and the Indenture Trustee Principal Collections referred to therein shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to been deposited into the Collection Account unless and thereafter distributed to the Owner Trustee or Transferor pursuant to this Agreement and applied by the Indenture Trustee, as applicable, has received notice Transferor to the purchase of such event or circumstance from Receivables pursuant to the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstancePurchase Agreement. The Servicer shall remit to maintain the Collection Account on the Closing Date all amounts received by the Servicer on or in respect records of the Receivables (including Liquidation Proceeds Trust as if such Principal Collections were deposited and all amounts received by applied as described in the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datesentence.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all amounts collected funds received from payments by the Servicer or on or in respect behalf of the Receivables (including Obligors with respect to the Receivables, and all Liquidation Proceeds and all amounts received by Recoveries, both as collected during the Servicer in connection with Collection Period. Notwithstanding the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; providedforegoing, however, that for so long as (i) CarMax the Bank is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing continuing, (iii) the long-term unsecured debt obligations of the Bank are rated at least A3 by Moody's and A- by Standard & Poor's, (iv) the short-term unsecured debt obligations of the Bank are rated at least P-1 by Moody's and A1 by Standard & Poor's, and (iiiv) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred (and be continuing, any conditions or limitations imposed by the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance Condition"Rating Agencies in connection therewith are complied with), 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). 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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit such collections to the Collection Account on the Closing Date all amounts received related Transfer Date. For purposes of this Article IV the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Receivables by Persons other than the Servicer, the Seller or the Depositor. (b) All collections for the Collection Period shall be applied by the Servicer as follows: with respect to each Receivable (other than a Purchased Receivable), payments by or on or in respect behalf of the Receivables Obligor shall be applied first to reduce Outstanding Advances as described in Section 4.8(a). Next, any excess shall be applied, in the case of Actuarial Receivables, to the Scheduled Payment and, shall be applied in the case of Simple Interest Receivables, to interest and principal in accordance with the Simple Interest Method. With respect to Actuarial Receivables, any remaining excess shall be added to the Payahead Balance, and shall be applied to prepay the Actuarial Receivable, but only if the sum of such excess and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full. Otherwise, any such remaining excess payments shall constitute a Payahead and shall increase the Payahead Balance. (including c) All Liquidation Proceeds and all amounts received shall be applied by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not to the related Receivable has been classified as a Defaulted Receivable)) during in accordance with the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateServicer's customary servicing procedures.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business day Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ 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 Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing(collectively, the written consent of the Insurer shall have been obtained (each, a "“Monthly Remittance Condition"Conditions”), the Servicer may shall not be required to remit any such amounts received during any collections to the Collection Account on the foregoing 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 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 preceding after identification thereof. Notwithstanding anything herein to the Distribution Date following such Collection Period (it being understood that 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 has not been satisfied hereunder, and will instead be subject to the conditions to making monthly deposits as of required by the Closing Date). subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (ii) or (iii) of the definition of the Monthly Remittance Condition that would require daily remittance by unless the Servicer to the Collection Account unless Indenture Trustee or the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's ’s Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% in principal amount of the Note Balance or from the Holders of Certificates evidencing not less than 25% Outstanding Amount of the Certificate Balance Notes, or a Responsible Trust Officer of the Owner Indenture Trustee or the Indenture Trustee, as applicable, Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstancecircumstances. 40 (Nissan 2013-C Sale and Servicing Agreement) (c) The Servicer shall remit to give (i) the Collection Account on Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date all amounts received Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer on or in before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied with respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datesuch alternative remittance schedule.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all amounts received payments by or on behalf of the Servicer on or in Obligors with respect of to the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to other than Purchased Receivables) and all Net Liquidation Proceeds, both as soon as practicable and in no event after collected during the close of business on Monthly Period less any payments owed thereon to the second Business day after such receipt; providedServicer. Notwithstanding the foregoing, however, that for so long as (i) CarMax is Franklin Capital remains the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing 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 (iiiv) the Rating Agency Condition shall have been satisfied and(and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied 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 immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on 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 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 of the Closing Date). The Owner Trustee and the Indenture Trustee shall not be deemed make a distribution to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuingrespect of such amount pursuant to Section 5.6(a)(i), or if the Holders of Notes evidencing not less than 25% of Servicer prior thereto has been reimbursed pursuant to Section 5.6(a)(i) or Section 5.9, the Note Balance or Trustee shall withhold such amounts 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, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit amounts otherwise distributable to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing next succeeding Distribution Date.

Collections. (i) The Servicer shall remit administer Collections in accordance with the provisions of this Section 2.7. Approved Investors shall be instructed to pay proceeds from the sale of Mortgage Loans into the Collection Account, and such amounts may be released in accordance with the procedures set forth in Section 3.3 hereof. (ii) The Servicer acknowledges that Collections and/or other Collateral Proceeds received by it with respect to any Mortgage Asset belong to the Borrower and have been pledged to the Administrative Agent, on behalf of the Lenders. From such Collections and/or other Collateral Proceeds, the Servicer, on behalf of the Borrower, shall deposit amounts necessary to make payments on the following Settlement Date (or end of the related Interest Period) pursuant to Section 2.7(c)(iii) or (iv), as applicable, into the Collection Account all amounts received no later than such Settlement Date or at the end of such Interest Period, or, on or after the Drawdown Termination Date or upon the occurrence and during the continuation of an Event of Default, within one Business Day after receipt by the Servicer. Until deposited into the Collection Account, the Servicer may commingle Collections and other Collateral Proceeds with its own funds and use such funds for its own business purposes. (iii) Prior to the Drawdown Termination Date, the Servicer shall withdraw funds from the Collection Account (to the extent of collected funds therein) and shall make payments from the Collection Account at the following times and in the following order of priority: (A) To the extent not previously paid, on or in respect of each Settlement Date, the Receivables (including Liquidation Proceeds Servicer shall deposit an amount equal to the costs, fees and all amounts received 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 in connection with shall deposit an amount equal to accrued interest on such Advance, which amount shall be paid to the repossession and sale of a Financed Vehicle (whether or not applicable Managing Agent’s Account for the related Receivable has been classified as 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 Defaulted Receivable) but excluding payments with respect pro rata basis, to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; provided, however, that for so long as (i) CarMax is Bank One, as a Managing Agent under the Servicer, Bank One Managing Agent Fee Letter shall be paid to Bank One’s Managing Agent’s Account and (ii) no Event of Servicing to the Administrative Agent and CL New York, as a Managing Agent, under the CL New York Fee Letter to the CL New York’s Managing Agent’s Account. (D) On each Settlement Date on which the Required Reserve Account Amount exceeds the amount then on deposit in the Reserve Account, the Servicer shall deposit an amount equal to such excess to the Reserve Account. (E) On each Settlement Date, if the Seasonal Drawdown Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default Date shall have occurred and be continuing, an amount equal to the written consent 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 Insurer Principal Debt owed to the Seasonal Lenders would cause a Default or an Event of Default to occur or there would otherwise be a Default or Event of Default in existence, then, instead of such application, Collections shall be paid to each Managing Agent’s Account pro rata in proportion to the outstanding Principal Debt (including Seasonal Advances) owing to the Lenders in each Group. (F) On each Settlement Date, if the Group Banks in any Group have been obtained (eachnot consented to an extension of the Drawdown Termination Date, a "Monthly Remittance Condition")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 may remit shall deposit an amount equal to the unpaid balance of all Principal Debt owing to the non-extending Lenders to the related Managing Agent’s Account. (G) To the extent not previously paid, on each Settlement Date, the Servicer shall deposit any such amounts 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 during prior written notice, including without limitation additional costs under Section 2.16, any Collection Period additional interest under Section 2.17, Consequential Losses under Section 2.18, indemnities under Section 10.1 and costs, expenses and taxes under Section 13.19, to the applicable Managing Agent’s Account. (H) On each Settlement Date, the Servicer shall withdraw from the Collection Account for its own account an amount equal to accrued Servicing Fee then due and payable. (iv) On the Drawdown Termination Date and thereafter, the Administrative Agent shall make payments from the Collection Account (to the extent of collected funds therein) at the following times and in immediately available funds on the Business Day preceding following order of priority: (A) On each Settlement Date, if the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has Servicer is not been satisfied as one of the Closing Originators or an Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and payable shall be paid to the Servicer. (B) To the extent not previously paid, on each Settlement Date), an amount equal to the costs, fees and expenses then due and payable to the Collateral Agent shall be paid to an account designated by the Collateral Agent. (C) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or for any Eurodollar Advance, an amount equal to accrued interest on each such Advance shall be paid to the applicable Managing Agent’s Account. The Owner Trustee 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 Indenture Trustee Bank One Managing Agent Fee Letter shall not be deemed paid to have knowledge of any event or circumstance under clause Bank One’s Managing Agent’s Account and (ii) to the Administrative Agent and CL New York, as a Managing Agent, under the CL New York Fee Letter shall be paid to the CL New York’s Managing Agent’s Account. (F) To the extent not previously paid, on each Settlement Date, any amounts of the type described in Section 2.7(c)(iii)(G) are then due and payable and any other unpaid Obligations shall be paid to the applicable Managing Agent’s Account. (G) On the Settlement Date on which all Obligations are paid in full, if the Servicer is one of the Originators or an Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and payable shall be paid to the Servicer. (v) Upon receipt of funds deposited into its Managing Agent’s Account, each Managing Agent shall distribute such funds to the Lenders in its Group or to itself for application to the Obligations in accordance with the order of priority set forth in Section 2.7(c)(iii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trusteeiv), as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all amounts received payments by the Servicer or on or in respect behalf of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments Obligors with respect to the Financed Student Loans (other than Purchased Receivables) Student Loans), and all Liquidation Proceeds, as soon as practicable and in no event after collected during the close of business on Collection Period. Notwithstanding the second Business day after such receipt; providedforegoing, however, that for so long as (i) CarMax is Key Bank USA, National Association remains the ServicerAdministrator, (ii) no Event of Servicing Termination Administrator Default shall have occurred and be continuing and (iii) prior to ceasing daily remittances to the Collection Account, the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred (and be continuing, any conditions or limitations imposed by the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance Condition"Rating Agencies in connection therewith are complied with), the Servicer may shall remit any such amounts received during any Collection Period collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections into the Collection Account in until one Business Day immediately available funds prior to the next following Distribution Date; PROVIDED, HOWEVER, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Distribution Date following Administrator shall deposit into the Collection Account (i) that portion of such Collection Period (amounts received by it being understood that is equal to the Monthly Remittance Condition has not been satisfied as of the Closing Date). The Owner Trustee Servicing Fee payable on such date and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) Guarantee Payments made by TERI ▇▇ excess of the definition Maximum TERI ▇▇▇ments Amount. In the event that any of Monthly Remittance Condition that would require the foregoing conditions for ceasing daily remittance remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by the Servicer to it into the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice within five Business Days thereof. For purposes of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing)this Article V, the Holders phrase "payments by or on behalf of Notes evidencing not less than 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, as applicable, has actual knowledge of such event or circumstance. The Servicer Obligors" shall remit mean payments made with respect to the Collection Account Financed Student Loans by or on behalf of borrowers thereof and the Closing Date all amounts received by the Servicer on or in respect of the Receivables Guarantors (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateDepartment).

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

Collections. The (a) Subject to the provisions of subsection (b) below, the Servicer shall remit to the Collection Account (i) all amounts received payments by the Servicer or on or in respect behalf of the Obligors (including, subject to the next two sentences, Payaheads on the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale Rule of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) 78's Payments, but excluding payments with respect to Purchased Receivables) and (ii) all Liquidation Proceeds and all Recoveries, received by the Servicer during any Collection Period, as soon as practicable and practicable, but in no event after the close of business on the second Business day Day after receipt thereof. Collections of Payaheads, Rule of 78's Payments, and other amounts included in the Supplemental Servicing Fee shall be deposited in the Collection Account, 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 receipt; providedamounts shall not be transferred to the Collection Account until due, howeverand with respect to Rule of 78's Payments and late fees, that determination of such payments, which payments upon determination shall be made to the Servicer, and the Trust shall not be entitled to such amounts. MMCA, for so long as (i) CarMax it is acting as the Servicer, (ii) no Event may make remittances of Servicing Termination shall have occurred 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 be continuing conditions set forth below in this Section 4.2 and (iii) only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent provisions of the Insurer shall have been obtained (each, a "Monthly Remittance Condition")first sentence of this Section 4.2, the Servicer may shall remit any such amounts collections received during any a Collection Period to the Collection Account in immediately available funds on the Business Day preceding prior to the Distribution related Payment Date following such Collection Period but only for so long as each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (it being understood that which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition has became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from the Rating Agencies that such alternative remittance schedule will not been satisfied as result in the downgrading or withdrawal by the Rating Agencies of the Closing Date)ratings then assigned to the Notes and the Certificates. The Owner Trustee and or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, Trustee has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance 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 an Authorized Officer of in the Owner Trustee Corporate Trust Office with knowledge hereof or the Indenture Trustee, as applicable, familiarity herewith has actual knowledge of such event or circumstance. The . (b) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Collection Account Account, as soon as practicable, but in no event after the close of business on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding after receipt thereof by the Closing Datesubservicer (but subject to the provi- sions 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. The Servicer shall remit to the Collection ----------- Account all amounts received payments by the Servicer or on or in respect behalf of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business Obligors on the second Receivables, all Insurance Proceeds, all Liquidation Proceeds, proceeds from any Dealer Liability, proceeds from any International Purchase Obligations and proceeds from any Guaranties within two Business day Days after such receipt; provided, however, that for so long as (i) CarMax is receipt thereof. Notwithstanding the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance Condition")foregoing, the Servicer shall not be required to remit such collections within such two Business Days but may remit any such amounts collections received during any Collection a Monthly Period to the Collection Account in immediately available funds on the Business Day immediately preceding the related Distribution Date following but only for so long as (i) NFC is the Servicer, (ii) (x) the Servicer satisfies the requirements for monthly remittances established by the Rating Agencies initially rating the Securities, and upon the satisfaction of such Collection Period requirements, the Rating Agencies which initially rated the Securities reaffirm the rating of the Securities at the level at which they would be rated if collections were remitted within two Business Days, (it being understood y) the short-term unsecured debt obligations of 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 Remittance Condition has Period ended prior to the next succeeding Distribution Date (and the aggregate amount of unremitted collections does not been satisfied as at any time exceed 90% of the Closing Date)undrawn amount of such letter of credit) and (iii) a Servicer Default shall not have occurred and be continuing. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition immediately preceding sentence that would require daily remittance within two Business Days by the Servicer to the Collection Account unless the Owner Indenture Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Noteholders whose Notes evidencing evidence not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% Outstanding Amount of the Certificate Balance Controlling Class as of the close of the preceding Distribution Date or unless a Responsible Officer of in the Owner Trustee or the Indenture Trustee, as applicable, Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance. The Servicer For purposes of this Article V the phrase "payments by or on behalf of Obligors" shall remit to mean payments made by Persons other than the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateServicer.

Collections. The Master Servicer shall (or shall cause the applicable Subservicers to) remit within 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 amounts received payments by the Servicer or on or in respect behalf of the Receivables Obligors with respect to the Group I and Group II Student Loans, respectively (including other than Purchased Student Loans and subject to the definition of Group I and Group II Available Funds), and all related Liquidation Proceeds and all amounts received by Recoveries, as collected during the Servicer in connection with Collection Period. Notwithstanding the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; providedforegoing, however, that for so long as (i) CarMax KBNA (or its Affiliate) is the Master Servicer, (ii) no Event of Servicing Termination Master Servicer Default shall have occurred and be continuing and continuing, (iii) the Master Servicer’s long-term debt is rated at least “A-” by S&P and its short-term debt is rated at least “P-1” by Moody’s and at least “F-1” by Fitch and (iv) prior to ceasing daily remittances to the applicable Collection Account, the Rating Agency Condition shall have been satisfied and, unless an Insurer Default (which the parties hereto agree shall have occurred and be continuing, the written consent of the Insurer shall deemed to have been obtained satisfied on the Closing Date) (each, a "Monthly Remittance Condition"and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer may shall (or shall cause the applicable Subservicers to) remit any such amounts received during any Collection Period collections within two Business Days of receipt thereof to the Master Servicer, and the Master Servicer need not deposit such collections into the Group I Collection Account in or the Group II Collection Account, as applicable, until one Business Day immediately available funds prior to the next following Distribution Date or Redemption Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Distribution Date following Master Servicer shall 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 related Master Servicing Fee payable on such date; provided further however, that for so long as KBNA is the Master Servicer, for administrative convenience, Master Servicing Fees and Administration Fees due and payable to KBNA need not be deposited into the Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date). The Owner Trustee Accounts, but rather may be retained by KBNA and the Indenture Trustee all such amounts shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) been paid out of the definition Collection Accounts and shall be accounted as such. In the event that any of Monthly Remittance Condition that would require the foregoing conditions for ceasing daily remittance remittances shall no longer be satisfied, then the Master Servicer shall deposit all collections held by it into the Servicer to the Group I Collection Account unless the Owner Trustee or the Indenture TrusteeGroup II Collection Account, as applicable, has received notice within two Business Days of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing)receipt thereof. For purposes of this Article V, the Holders phrase “payments by or on behalf of Notes evidencing not less Obligors” shall mean payments (other than 25% administrative fees, late fees and similar charges and subject to the definition of Group I and Group II Available Funds) made with respect to the Note Balance Group I 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 TrusteeGroup II Student Loans, as applicable, has actual knowledge by or on behalf of such event or circumstance. The Servicer shall remit to borrowers thereof and the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables Guarantors (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateDepartment).

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

Collections. Except as provided below, the Servicer shall deposit all Collections in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later 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 remit 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 all amounts received in accordance with this Article IV, as modified by any Supplement. The Servicer shall make such deposits or payments on the Servicer on date indicated therein by wire transfer or as otherwise provided in respect the Supplement for any Series 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 Certificates with respect to Purchased Receivables) as soon as practicable and such Series. Notwithstanding anything in no event after this Agreement to the close of business on the second Business day after such receipt; providedcontrary, however, that for so long as (i) CarMax is as, and only so long as, FBS Card Services, Inc. or other Affiliate of the ServicerTransferor shall remain the Servicer hereunder, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iiia) 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 been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent maintain a certificate of the Insurer shall have been obtained (each, a "Monthly Remittance Condition")deposit or commercial paper rating of P-1 by Moody's and of at least 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 remit 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. On the date, if any, on which the Servicer ceases to be qualified to make deposits on the Transfer Date as provided in this paragraph, the Servicer shall deposit Collections into the Collection Account, the Excess Funding Account or any Series Account, as provided in any Supplement, in an amount equal to the amount of Collections that would have been deposited into such amounts received during any accounts had the Servicer ceased to be so qualified on the first day of the Collection Period in which the immediately preceding Transfer Date occurred. If at any time the Servicer shall qualify to the Collection Account in immediately available funds make deposits on the Business Day preceding the Distribution Transfer Date following such Collection Period as provided in this paragraph (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date). The Owner Trustee and the Indenture Trustee or shall not cease to be deemed to have knowledge of any event or circumstance under clause (iiso qualified) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in shall deliver an Officer's Certificate to the Trustee stating that the criteria set forth in (a) or written notice from (b) of this paragraph have been satisfied (or have ceased to be satisfied). The Trustee may conclusively rely on such Officer's Certificate without investigation or inquiry. Notwithstanding anything else in this Agreement to the Insurer (if no Insurer Default shall have occurred and be continuing)contrary, with respect to any Collection Period, whether the Servicer is required to make monthly or daily deposits into the Collection Account, the Holders of Notes evidencing not less than 25% of the Note Balance Excess Funding Account 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 Trusteeany Series Account, as applicableprovided in any Supplement, has actual knowledge of such event or circumstance. The (i) the Servicer shall remit 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 Closing related Distribution Date all amounts received by to Investor Certificateholders or to any Enhancement Provider pursuant to the 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 on or in respect of will be permitted to withdraw the Receivables (including Liquidation Proceeds and all amounts received by excess from the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateCollection Account.

Collections. (a) The Servicer has established the Local Collection Accounts with the banks listed on Exhibit C with any changes from time to time to be promptly reported to the Trustee. On the Closing Date, the Trustee shall provide notice of the location of the Trust Accounts and the Local Collection Accounts (as well as prompt notice thereafter of any changes) to the Security Insurer. The Servicer shall remit directly to the Local Collection Accounts without deposit into any intervening account all payments by or on behalf of the Obligors on the Receivables and all Liquidation Proceeds received by the Servicer, in each case, as soon as practicable, but in no event later than the Business Day after receipt thereof. Within three Business Days of deposit of payments into a Local Collection Account, the Servicer shall cause all amounts credited to such Local Collection Account on account of such payments to be transferred to the Collection Account. Amounts in the Local Collection Accounts shall not be invested. (b) Notwithstanding the provisions of subsection (a) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account all with respect to a Monthly Period (i) for amounts received 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 and (ii) if FEFG is not the Servicer, for amounts payable pursuant to the proviso in Section 3.15(b) and to the proviso in the first sentence of Section 8.2. The amount to be reimbursed hereunder shall be paid to the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received related Payment Date pursuant to Section 4.6(i) upon certification by the Servicer of such amounts and the provision of such information to the Trustee and the Security Insurer as may be necessary in connection with the repossession opinion of the Trustee and sale the Security Insurer to verify the accuracy of a Financed Vehicle (whether or such certification. In the event that the Security Insurer has not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect received evidence satisfactory to Purchased Receivables) as soon as practicable and in no event after the close it of business on the second Business day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer's entitlement to reimbursement pursuant to this Section 4.2(b), the Security Insurer shall (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following receipt of which 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 of the Closing Date). The Owner Trustee and the Indenture Trustee shall not be deemed make a distribution to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate respect of such amount pursuant to Section 4.6, or written notice from if the Insurer (if no Insurer Default shall have occurred and be continuing)Servicer prior thereto has been reimbursed pursuant to Section 4.6 or Section 4.8, the Holders of Notes evidencing not less than 25% of the Note Balance or Trustee shall withhold such amounts 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, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit amounts otherwise distributable to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing next succeeding Payment Date.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business day Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by Moody’s and NMAC’s short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor’s, Nissan Capital of America, Inc.’s short-term unsecured debt obligations) are rated “A-1” by Standard & Poor’s (so long as Moody’s and Standard & Poor’s are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing(collectively, the written consent “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 Insurer shall have been obtained (each, a "Monthly Remittance Condition"), the Servicer may remit any such amounts received during any related Collection Period to the Collection Account in immediately available funds on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as 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 Closing Date). The Owner Trustee 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 circumstance circumstances under clause (ii) or (iii) of the definition of the Monthly Remittance Condition that would require daily remittance by unless the Servicer to the Collection Account unless Indenture Trustee or the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's ’s Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% in principal amount of the Note Balance or from the Holders of Certificates evidencing not less than 25% Outstanding Amount of the Certificate Balance Notes, or a Responsible Trust Officer of the Owner Indenture Trustee or the Indenture Trustee, as applicable, Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. circumstances. (d) The Servicer shall remit to give the Collection Account on 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 all amounts received Date, no such notice shall be required in connection therewith). (e) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer on before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or in respect withdrawal by such Rating Agency of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale ratings then assigned to any Class of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateNotes.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts not later than the first Business Day after receipt thereof. For purposes of this Article V, the phrase "payments received by or on behalf of the Servicer in connection with Obligors" shall mean payments made by Persons other than the repossession and sale of a Financed Vehicle (whether or not Servicer. Notwithstanding the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; providedforegoing, however, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing(collectively, the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance ConditionConditions"), ; the Servicer may shall not be required to remit any such amounts received during any collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as 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 Closing Date). The Owner Trustee 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 circumstance circumstances under clause (ii) or (iii) of the definition of the Monthly Remittance Condition that would require daily remittance by unless the Servicer to the Collection Account unless Indenture Trustee or the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor Seller or the Servicer in an (Nissan 2005-A Sale and Servicing Agreement) Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% in principal amount of the Note Balance or from the Holders of Certificates evidencing not less than 25% Outstanding Amount of the Certificate Balance Notes, or a Responsible Trust Officer of the Owner Indenture Trustee or the Indenture Trustee, as applicable, Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. circumstances. (c) The Servicer shall remit to give the Collection Account on 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 all amounts received Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer on before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or in respect withdrawal by such Rating Agency of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale ratings then assigned to any Class of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateNotes.

Collections. The (a) In the event that the Seller believes that funds which are not Collections of Transferred Assets have been deposited into an account of the Purchaser or the Purchaser's assignee, the Seller shall notify the Servicer who shall remit so advise the Purchaser and, on the Business Day following such identification, the Purchaser shall remit, or shall cause to be remitted, all funds so deposited which are identified to the Collection Account all amounts received by Purchaser's satisfaction to the Servicer Seller. (b) On each Settlement Date, the Purchaser shall pay to the Seller accrued interest on the Subordinated Loan and the Purchaser may, at its option, prepay in whole or in respect part the principal amount of the Receivables (including Liquidation Proceeds Subordinated Loan; provided that each such payment shall be made solely from Collections of Transferred Assets after all other amounts then due from the Purchaser under the Financing Agreement have been paid in full and all amounts received then required to be set aside by the Servicer in connection with Purchaser under the repossession Financing Agreement have been so set aside; and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; provided, howeverprovided further, that for so long as (i) CarMax is the Servicer, (ii) no such payment shall be made at any time when an Event of Servicing Termination shall have occurred and be continuing continuing. At such time following the Facility Termination Date and SECONDARY PURCHASE AGREEMENT the RFA Final Payment Date, the Purchaser shall apply, on each Settlement Date, all other Collections of Transferred Assets received by the Purchaser and not previously distributed first to the payment of accrued interest on the Subordinated Loan, and then to the reduction of the principal amount of the Subordinated Loan. (iiic) If on any day any Transferred Asset becomes (in whole or in part) a Diluted Receivable, the Rating Agency Condition Seller shall be deemed to have received on such day a Collection of such Transferred Asset in the amount of such Diluted Receivable. The Seller shall pay to the Purchaser on or prior to the next Business Day all amounts deemed to have been satisfied and, unless an Insurer Default shall have occurred received pursuant to this subsection. (d) Upon discovery by the Seller or the Purchaser of any breach of the representation and be continuingwarranty made in Section 3.01(j) with respect to any Transferred Receivable, the party discovering the same shall give prompt 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 notice thereof to the Collection Account in immediately available funds other parties hereto. The Seller shall, on the Business Day preceding the Distribution Date following such Collection Period (it being understood that notice, repurchase the Monthly Remittance Condition has not been satisfied as affected Transferred Receivable, at the option of the Closing DateSeller, either (i) by making a cash payment to the Purchaser in an amount equal to the Repurchase Price (defined below). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event , or circumstance under clause (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 (iiiy) transferring ownership of a new Eligible Receivable to the definition of Monthly Remittance Condition that would require daily remittance 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 Servicer Purchaser minus Collections received in respect thereof minus any payments or offsets made by the Seller to the Collection Account 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 Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or 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 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 (including Liquidation Proceeds and all amounts received by of such Obligor in the Servicer in connection order of the age of such Receivables, starting with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted oldest such Receivable)) during the period from but excluding the Cutoff Date , unless such Obligor designates its payment for application to and including the second Business Day preceding the Closing Date.specific Receivables. SECONDARY PURCHASE AGREEMENT

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts not later than the first Business Day after receipt thereof. For purposes of this Article V, the phrase "payments received by or on behalf of the Servicer in connection with Obligors" shall mean payments made by Persons other than the repossession and sale of a Financed Vehicle (whether or not Servicer. Notwithstanding the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; providedforegoing, however, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Servicing Termination Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders), except that the requirement in clause (ii) shall not apply if only the Class C Certificates are outstanding and the Class C Certificates do not have an investment grade rating, (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuingcollectively, the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance ConditionConditions"), ; the Servicer may shall not be required to remit any such amounts received during any collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has not been ceases to be satisfied and for so long as of 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 definition of Monthly Remittance Condition that would require daily remittance is not satisfied, all collections then held by the Servicer to shall be immediately deposited into the Collection Account 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 Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer future collections on or in respect of the Receivables (including other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received shall be remitted by the Servicer in connection with to the repossession and sale of Collection Account on a Financed Vehicle (whether or daily basis not later than the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second first Business Day preceding the Closing Dateafter receipt thereof.

Collections. The Servicer shall remit to the Collection Account all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied 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 of 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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice of such event or circumstance from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

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

Collections. The (a) Subject to the provisions of subsections (b) and (c) below, the Servicer shall remit to the Collection Certificate Account all amounts payments by or on behalf of the Obligors on the Receivables, including all Liquidation Proceeds and Recoveries received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) during any Collection Period, as soon as practicable and practicable, but in no event after the close of business (New York time) on the second Business day Day after such receipt; providedreceipt thereof. Subject to the provisions of subsection (c) hereof, howeveron the Closing Date, the Servicer shall deposit in the Certificate Account all payments by or on behalf of the Obligors received by the Servicer representing monies due or received under the Receivables after the close of business of the Servicer on the Cutoff Date and on or prior to the second Business Day immediately preceding the Closing Date. (b) Notwithstanding the provisions of Section 4.2(a), if (i) the Servicer shall have the Required Rating or (ii) (a) the Servicer shall have obtained a letter of credit or surety bond (or similar form of performance guaranty) in favor of the Trustee, on behalf of the Trust for the benefit of the Certificateholders, providing that the Trustee may demand payment (up to the amount then available thereunder) in the event that the Servicer fails to make any payment or deposit required hereunder (other than with respect to Advances) and (b) the Trustee shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, the Servicer may deposit the amounts referred to in subsection (a) above for any Collection Period into the Certificate Account not later than the close of business on the related Deposit Date, 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) CarMax if an Event of Servicing Termination has occurred and is the Servicercontinuing, (ii) no Event the Servicer has been terminated as such pursuant to Section 9.1 or (iii) the Servicer ceases to have the Required Rating (and the Servicer has not obtained a letter of Servicing Termination credit (or similar form of performance guaranty) satisfying the conditions specified above), the Servicer shall have occurred and deposit such amounts (including any amounts then being held by the Servicer) into the Certificate Account as provided in Section 4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be continuing 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 Rating Agency Condition shall have been satisfied and, unless outgoing Servicer. Following the occurrence of an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained event specified in clauses (each, a "Monthly Remittance Condition"i), 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). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstanceTrust. 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 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 the Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the related Distribution Date. (d) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Collection Certificate Account as soon as practicable, but in no event later than the close of business (New York time) on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding after receipt thereof by the Closing Datesubservicer (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. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by not later than the Servicer in connection with first Business Day after receipt thereof. Notwithstanding the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; providedforegoing, however, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Servicing Termination Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders), except that the requirement in clause (ii) shall not apply if only the Class C Certificates are outstanding and the Class C Certificates do not have an investment grade rating, (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuingcollectively, the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance ConditionConditions"), ; the Servicer may shall not be required to remit any such amounts received during any collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as 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 Closing Date). The Owner Trustee 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 circumstance circumstances under clause (ii) or (iii) of the definition of the Monthly Remittance Condition that would require daily remittance by unless the Servicer to the Collection Account unless Indenture Trustee or the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% in principal amount of the Certificate Balance outstanding amount of the Notes and the aggregate balance of the Certificates, acting together as a single class, or a Responsible Trust Officer of the Owner Indenture Trustee or the Indenture Trustee, as applicable, Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstancecircumstances. For purposes of this Article V, the phrase "payments received by or on behalf of the Obligors" shall mean payments made by Persons other than the Servicer. (c) The Servicer shall remit to give the Collection Account on 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 all amounts received Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer on before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or in respect withdrawal by such Rating Agency of the Receivables (including Liquidation Proceeds and all amounts received by ratings then assigned to any Class of Notes or the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateClass C Certificates.

Collections. The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all amounts received payments by the Servicer or on or in respect behalf of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments Obligors with respect to the Trust Student Loans (other than Purchased Receivables) Student Loans), and all Liquidation Proceeds, both as soon as practicable collected during the Collection Period, and in no event after the close Eligible Lender Trustee shall remit within two Business Days of business on receipt thereof to the second Business day after such receipt; providedCollection Account any Interest Subsidy Payments and Special Allowance Payments received by it with respect to the Trust Student Loans during the Collection Period. Notwithstanding the foregoing, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iiia) the Rating Agency Condition senior unsecured obligations of the Administrator (or any affiliate of the Administrator which guarantees the obligations of the Administrator hereunder) shall have been satisfied andassigned a long-term rating of not less than "AA-" (or an equivalent rating) or a short-term rating of not less than "A-1" (or an equivalent rating) by each of the 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 Notes by any of the Rating Agencies, unless an Insurer and (b) no Administrator Default shall have occurred and be continuing, the written consent Servicer and the Eligible Lender Trustee shall remit such collections within two Business Days of receipt thereof to the Insurer shall have been obtained (eachAdministrator, a "Monthly Remittance Condition"), and the Servicer may remit any Administrator need not deposit such amounts received during any Collection Period to collections into the Collection Account in immediately available funds on the until one Business Day preceding immediately prior to the next following Monthly Servicing Payment Date (in an amount up to the Servicing Fee then due) or Distribution Date together with interest on such amounts (less Servicing Fees paid during such period) calculated on a daily basis from the first day of the month following such receipt thereof by the Administrator through the last day of the related Collection Period at a rate equal to no less than the Federal Funds Rate less 0.20%; provided, however, that if the Administrator (it being understood that and each such Affiliate which guarantees the Monthly Remittance Condition has not been satisfied as obligations of the Closing Date). The Owner Trustee Administrator) is rated below "AA-" and "A-1+" by Standard & Poor's, the Indenture Trustee Administrator shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to deposit all such collections into the Collection Account at least as frequently as the next following Monthly Servicing Payment Date, unless less frequent deposits will not result in a downgrading or withdrawal of Standard & Poor's then-current ratings on the Owner Trustee or Notes. In 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 Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% that any of the Note Balance or from foregoing conditions for 06.1 Administration Agreement ceasing daily remittances shall no longer be satisfied, then 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, as applicable, has actual knowledge of such event or circumstance. The Servicer Administrator shall remit to deposit all collections held by it into the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second within two Business Day preceding the Closing DateDays thereof.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds and all amounts received by within two Business Days after receipt thereof. Notwithstanding the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; providedforegoing, however, that for so long as (i) CarMax TMCC is the Servicer, (ii) either (a) TMCC's short-term unsecured debt is rated ___ by Moody's ___ by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (b) certain arrangements are made that are acceptable to the Rating Agencies and (iii) no Servicing Default or Event of Servicing Termination Default shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuingcollectively, the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance ConditionConditions"), the Servicer may shall not be required to remit any such amounts received during any collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Conditions is not been satisfied as 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 Closing Date). The Owner Trustee Receivables and the Indenture Trustee all Net Liquidation Proceeds shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance remitted by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trusteeon a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer shall deposit all Payments Ahead in an Officer's Certificate or written notice from the Insurer (if no Insurer Default Collection Account within two Business Days after receipt thereof, which Payments Ahead shall have occurred and be continuingtransferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Holders of Notes evidencing Servicer will not less than 25% of be required to deposit Payments Ahead in the Note Balance or 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 Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(ii). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on the Closing Date which any Monthly Remittance Condition ceases to be satisfied and for so long as all amounts received Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer on or in respect of shall be immediately deposited into the Receivables (including Liquidation Proceeds Payahead Account and all amounts received future Payments Ahead shall be remitted by the Servicer in connection with to the repossession Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and sale each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a Financed Vehicle failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (whether which may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Condition), if the Servicer provides to the Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the qualification, reduction or not withdrawal of the related Receivable has been classified as a Defaulted Receivable)) during rating then assigned to any Class of Notes or the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateCertificates.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all amounts received by 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 or a less frequent basis than that specified in respect 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 Receivables (including Liquidation Proceeds and all amounts received by first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in connection with the repossession and sale of a Financed Vehicle (whether Automated Clearinghouse Corporation next-day funds or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in immediately available funds no event after the close of business later than 11:00 a.m., New York City time, on the second Business day after such receipt; providedDeposit Date, however, that but only for so long as (i) CarMax is the Servicershort-term certificate of deposit ratings of the Servicer are at least P-1 by Moody's, "F1" by Fitch (iiif rated by Fitch) no Event of Servicing Termination shall have occurred and be continuing and (iii) "A-1" by Standard & Poor's, or the Rating Agency Condition shall have been is satisfied andas a result of Collections being remitted on a monthly, unless an Insurer Default shall have occurred rather than daily, basis and be continuing, the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance Condition"), ii) the Servicer may remit any such amounts received during any Collection Period shall be Chase USA or JPMorgan Chase. Upon remittance by the Servicer of Collections to the Collection Account in immediately available funds on pursuant to the Business Day preceding sentence, the Distribution Date following such Collection Period (it being understood that Paying Agent shall provide written notice to the Monthly Remittance Condition has not been satisfied as of the Closing Date). The Owner 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 not 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 knowledge of any event or circumstance under clause (ii) or (iii) purchased such Receivable pursuant to Section 4.6 as of the definition last day of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of Period during which such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default error shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Dateoccurred.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts not later than the first Business Day after receipt thereof. For purposes of this Article V, the phrase "payments received by or on behalf of the Servicer in connection with Obligors" shall mean payments made by Persons other than the repossession and sale of a Financed Vehicle (whether or not Servicer. Notwithstanding the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; providedforegoing, however, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing(collectively, the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance ConditionConditions"), ; the Servicer may shall not be required to remit any such amounts received during any collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as 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 Closing Date). The Owner Trustee 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 circumstance circumstances under clause (ii) or (iii) of the definition of the Monthly Remittance Condition that would require daily remittance by unless the Servicer to the Collection Account unless Indenture Trustee or the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% in principal amount of the Note Balance or from the Holders of Certificates evidencing not less than 25% Outstanding Amount of the Certificate Balance Notes, or a Responsible Trust Officer of the Owner Indenture Trustee or the Indenture Trustee, as applicable, Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. circumstances. (c) The Servicer shall remit to give the Collection Account on 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 all amounts received Date, no such notice shall be required in connection therewith). (Nissan 2003-B Sale and Servicing Agreement) (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer on before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or in respect withdrawal by such Rating Agency of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale ratings then assigned to any Class of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateNotes.

Collections. The Servicer Borrower shall remit promptly, but in any event within 30 days of the date of this Agreement, make such arrangements as shall be necessary or appropriate to assure that all proceeds of the Collateral of the Borrower and its Material Subsidiaries are deposited (in the same form as received) in accounts maintained with, or under the dominion and control of, the Agent, such accounts to constitute special restricted accounts, the Borrower acknowledging that the Agent has (and is hereby granted) a lien on such accounts and all funds contained therein to secure the Obligations. If and to the Collection Account all amounts received by extent that proceeds are deposited in accounts maintained with financial institutions other than the Servicer on Agent, it shall be a condition to the Borrower's or any Material Subsidiary's right to so effect such deposits more than 30 days after the date hereof that the financial institutions maintaining such accounts have delivered to the Agent blocked account agreements satisfactory to the Agent in respect form and substance pursuant to which such financial institutions acknowledge the Agent's Lien thereon, waive any right of the Receivables offset or bankers' liens thereon (including Liquidation Proceeds and all amounts received by the Servicer 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 other than with respect to Purchased Receivablesaccount maintenance charges and returned items) as soon as practicable and agree that the collected balances in no event after such accounts will only be transferred to the close of business on Agent. The Banks agree with the second Business day after such receipt; provided, however, Borrower that for if and so long as (i) CarMax is the Servicer, (ii) no Default or Event of Servicing Termination shall have Default has occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be or is continuing, amounts on deposit in the written consent accounts maintained with the Agent will (subject to the rules and regulations of the Insurer shall have been obtained (each, a "Monthly Remittance Condition")Agent as from time to time in effect applicable to demand deposit accounts) be made available to the Borrower and its Material Subsidiaries for use in the conduct of their business. Upon the occurrence of an Event of Default, the Servicer Agent may remit any apply the funds on deposit in such amounts received during any Collection Period accounts 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). 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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateObligations.

Collections. The (a) Subject to the provisions of ----------- subsections (b) and (c) below, the Servicer shall remit to the Collection Account all amounts payments by or on behalf of the Obligors on the Receivables, including all Liquidation Proceeds and Recoveries received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) during any Collection Period, as soon as practicable and practicable, but in no event after the close of business (New York time) on the second Business day Day after receipt thereof. Subject to the provisions of subsection (c) hereof, on the Closing Date, the Servicer shall deposit in the Collection Account all payments by or on behalf of the Obligors received by the Servicer representing monies due or received under the Receivables after the close of business of the Servicer on the Cutoff Date and on or prior to the second Business Day immediately preceding the Closing Date. (b) Notwithstanding the provisions of Section 4.2(a), if (i) the Servicer shall 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) from an entity with the Required Rating or otherwise acceptable to the Rating Agencies in favor of the Trust for the benefit of the Securityholders, providing that the Trust may demand payment (up to the amount then available thereunder) in the event that the Servicer fails to make any payment or deposit required hereunder (other than with respect to Advances) and (b) the Trust shall have received written notice from each of the Rating Agencies (provided that Moody's shall not be obligated to give any such receipt; providednotice) that the then outstanding rating on the Notes would not be lowered or withdrawn as a result, howeverthe Servicer may deposit the amounts referred to in subsection (a) above for any Collection Period into the Collection Account not later than the close of business on the related Deposit Date, that 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) CarMax if an Event of Servicing Termination has occurred and is the Servicer------- continuing, (ii) no Event the Servicer has been terminated as such pursuant to Section 7.1 or (iii) the Servicer ceases to have the Required Rating (and the Servicer has not obtained a letter of Servicing Termination credit (or similar form of performance guaranty) satisfying the conditions specified above), the Servicer shall have occurred and deposit such amounts (including any amounts then being held by the Servicer) into the Collection Account as provided in Section 4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be continuing 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 Rating Agency Condition shall have been satisfied and, unless outgoing Servicer. Prior to the occurrence of an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained event specified in clauses (each, a "Monthly Remittance Condition"i), 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). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstanceTrust. The Servicer shall promptly notify the Trust and the Indenture Trustee in writing if it shall obtain or lose the Required Rating or the benefit of such letter of credit, surety bond, or similar form of performance guaranty. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer may retain, or will be entitled to be reimbursed, from amounts otherwise payable into, or on deposit in, the Collection Account with respect to a Collection Period and the Receivables originated by it any 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 the Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the related Distribution Date. (d) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Collection Account as soon as practicable, but in no event later than the close of business (New York time) on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding after receipt thereof by the Closing Datesubservicer (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. The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all amounts received 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 on or a less frequent basis than that specified in respect 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 Receivables (including Liquidation Proceeds and all amounts received by first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in connection with the repossession and sale of a Financed Vehicle (whether Automated Clearinghouse Corporation next-day funds or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in immediately available funds no event after the close of business later than 11:00 a.m., New York City time, on the second Business day after such receipt; provided, however, that Deposit Date but only for so long as (i) CarMax is the Servicershort-term certificate of deposit ratings of the Servicer are at least "P-1" by Moody's, "F-1" by Fitch (iiif rated by Fitch) no Event of Servicing Termination shall have occurred and be continuing and (iii) "A-1" by Standard & Poor's, or the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained (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 is satisfied as a result of the Closing Date). The Owner Trustee Collections being remitted on a monthly, rather than daily, basis and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer shall be Chase USA or The Chase Manhattan Bank; provided, however, that if the Class A-1 Event has occurred, with respect to Collections received during the December 1997 Collection Account 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 Insurer Default shall have occurred and be continuing)Period, the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on January 9, 1998 an amount of such Collections equal to the Closing 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 Date all (or January 9, 1998), setting forth the amounts received remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date (or in respect 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 Receivables (including Liquidation Proceeds and all amounts received Obligors" shall mean payments made by Persons other than the Servicer in connection with Seller or the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateServicer.

Collections. The Servicer shall remit to the Collection Certificate Account all payments by or on behalf of the Obligors on the Receivables and all Liquidation Proceeds, both as collected during the Collection Period net of Monthly Servicing Fees and administrative fees allowed to be retained by the Servicer pursuant to Section 8.08 and net of charge backs (attributable to errors in posting, returned checks, or rights of offset for amounts that should not have been paid or that must be refunded as the result of a successful claim or defense under bankruptcy or similar laws) not later than the second Business Day following the Business Day on which such amounts are received by the Servicer on or in respect of Servicer. Notwithstanding the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; providedforegoing, however, that for so long as (ia) CarMax is CTL or an Affiliate remains the Servicer, (iib) no Event of Servicing Termination Default shall have occurred and (1) CTL (or an Affiliate succeeding CTL as Servicer) maintains a short-term rating of at least A-1 by Standard & Poor's and be continuing P-l by Moody's (and for five Business Days following a reduction in either such rating) or (iii2) prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred (and be continuing, any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with) and the prior written consent of the Insurer Surety Bond Issuer (not to be unreasonably withheld) shall have been obtained (each, a "Monthly Remittance Condition")obtained, the Servicer may remit any all such amounts received during payments and Liquidation Proceeds with respect to any Collection Period to the Certificate Account on a less frequent basis, but in no event later than the 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, 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 immediately available the Certificate Account (net of amounts required to be 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 from 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. 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 following such Collection Period Date) deliver a Notice for Payment as defined in the Surety Bond (it being understood that appropriately completed) to the Monthly Remittance Condition has not been satisfied as 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 Closing Date)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 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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer deposit in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts any funds received by the Servicer on or Trustee in respect of funds drawn under the Receivables (including Liquidation Proceeds Surety Bond from the Surety Bond Issuer. If the Available Funds for a Distribution Date are insufficient to pay current and all past due Surety Bond Fees, or any amounts received by owing to the Surety Bond Issuer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Surety Bond Issuer, the Servicer shall notify the Trustee of such deficiency, and the Available Spread Amount, if any, then on deposit in connection with the repossession and sale of Spread Account (after giving effect to any withdrawal to satisfy a Financed Vehicle (whether deficiency in Monthly Interest or not the related Receivable has been classified as a Defaulted Receivable)Monthly Principal) during the period from but excluding the Cutoff Date shall be available to and including the second Business Day preceding the Closing Datecover such deficiency.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by not later than the Servicer in connection with first Business Day after receipt thereof. Notwithstanding the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; providedforegoing, however, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing(collectively, the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance ConditionConditions"), ; the Servicer may shall not be required to remit any such amounts received during any collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as 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 Closing Date). The Owner Trustee 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 circumstance circumstances under clause (ii) or (iii) of the definition of the Monthly Remittance Condition that would require daily remittance by unless the Servicer to the Collection Account unless Indenture Trustee or the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% in principal amount of the Certificate Balance outstanding amount of the Notes and the aggregate balance of the Certificates, acting together as a single class, or a Responsible Trust Officer of the Owner Indenture Trustee or the Indenture Trustee, as applicable, Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstancecircumstances. For purposes of this Article V, the phrase "payments received by or on behalf of the Obligors" shall mean payments made by Persons other than the Servicer. (c) The Servicer shall remit to give the Collection Account on 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 all amounts received Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer on before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or in respect withdrawal by such Rating Agency of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale ratings then assigned to any Class of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateNotes.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds and all amounts received by within two Business Days after receipt thereof. Notwithstanding the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; providedforegoing, however, that for so long as (i) CarMax TMCC is the Servicer, (ii) no either (a) TMCC's short-term unsecured debt is rated ___ by Moody's and ___ by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (b) certain arrangements are made that have been approved in writing by each Rating Agency and (iii) an Event of Servicing Termination Default shall not have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuingcollectively, the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance ConditionConditions"), the Servicer may shall not be required to remit any such amounts received during any collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Conditions is not been satisfied as 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 Closing Date). The Owner Trustee Receivables and the Indenture Trustee all Net Liquidation Proceeds shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance remitted by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trusteeon a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer shall deposit all Payments Ahead in an Officer's Certificate or written notice from the Insurer (if no Insurer Default Collection Account within two Business Days after receipt thereof, which Payments Ahead shall have occurred and be continuingtransferred to the Payahead Account pursuant to Section 4.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Holders of Notes evidencing Servicer will not less than 25% of be required to deposit Payments Ahead in the Note Balance or 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 Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 4.06(a)(ii). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on the Closing Date which any Monthly Remittance Condition ceases to be satisfied and for so long as all amounts received Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer on or in respect of shall be immediately deposited into the Receivables (including Liquidation Proceeds Payahead Account and all amounts received future Payments Ahead shall be remitted by the Servicer in connection with to the repossession Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Trustee and sale each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a Financed Vehicle failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (whether which may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Condition), if the Servicer provides to the Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the qualification, reduction or not withdrawal of the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date rating then assigned to and including the second Business Day preceding the Closing Dateany Class of Rated Certificates.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts not later than the first Business Day after receipt thereof. For purposes of this Article V, the phrase "payments received by or on behalf of the Servicer in connection with Obligors" shall mean payments made by Persons other than the repossession and sale of a Financed Vehicle (whether or not Servicer. Notwithstanding the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; providedforegoing, however, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing(collectively, the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance Condition35 40 Conditions"), ; the Servicer may shall not be required to remit any such amounts received during any collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as 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 Closing Date). The Owner Trustee 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 circumstance circumstances under clause (ii) or (iii) of the definition of the Monthly Remittance Condition that would require daily remittance by unless the Servicer to the Collection Account unless Indenture Trustee or the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% in principal amount of the Note Balance or from the Holders of Certificates evidencing not less than 25% Outstanding Amount of the Certificate Balance Notes, or a Responsible Trust Officer of the Owner Indenture Trustee or the Indenture Trustee, as applicable, Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. circumstances. (c) The Servicer shall remit to give the Collection Account on 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 all amounts received Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer on before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or in respect withdrawal by such Rating Agency of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale ratings then assigned to any Class of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateNotes.

Collections. The (a) Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall remit to the Collection Account all payments (other than amounts constituting Supplemental Servicing Fees) by or on behalf of the Obligors on the Receivables, including all Liquidation Proceeds received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) during any Collection Period, as soon as practicable and practicable, but in no event after the close of business on the second Business day Day, after such receipt; provided, however, that for so long as receipt thereof. Subject to the provisions of subsections (ib) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance Condition"c), on the Closing Date, Servicer may remit any such amounts received during any Collection Period to shall deposit in the Collection Account in immediately available funds all payments by or on behalf of the Obligors 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). 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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts Receivables received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding after the Cutoff Date and on or prior to and including the second Business Day immediately preceding the Closing Date. (b) Notwithstanding the provisions of subsection (a), if [_________] is the Servicer and (i) Servicer shall have the Required Rating or (ii) Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to in subsection (a) for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that if (x) a Servicer Termination Event has occurred and is continuing, (y) Servicer has been terminated as such pursuant to Section 8.1 or (z) Servicer ceases to have the 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 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 a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account and applied either to the scheduled payments due or to prepay the Precomputed Receivable in full in accordance with Section 4.5.

Collections. The Servicer shall remit Upon the occurrence of one or more Events of Default, Lender may exercise all rights and remedies under each Contract, lease, security agreement and other contract included among the Collateral as are afforded to the Collection Account all amounts received by secured party thereunder or which are otherwise afforded to Borrower thereunder; Lender may, subject to the Servicer on or in respect rights of Obligors, recover possession of any tangible personal property under any Contract, and require that the Receivables (including Liquidation Proceeds same be assembled and all amounts received by delivered to a specific location. Without limiting the Servicer in connection with foregoing, the repossession and sale of a Financed Vehicle (whether or not Lender shall have the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect right to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; provided, however, that for so long as (i) CarMax is give direction to the Servicer, (ii) no Event replace or remove the Servicer, collect and receive all further payments made on the Collateral, to instruct the Obligors to make payments to a lock-box or other location designated by the Lender, to control deposits to and disbursements from the Collection Account, to notify Lock-Box Banks to follow the instructions of Servicing Termination the Lender, and if any payments are received by Borrower, the Borrower shall not commingle the amounts received with other funds of the Borrower and shall promptly pay them over to the Lender. In addition, the Lender shall have occurred the right to dispose of all or any part of the Collateral as provided in the other documents executed in connection herewith, or in any commercially reasonable manner, or as provided by law. The Lender shall be entitled to place the Contracts which it recovers after any default in a pool for issuance of automobile loan receivable pass-through securities and to sell such securities at the then prevailing price for such securities in the open market as a commercially reasonable disposition of collateral subject to the applicable requirements of the UCC. The Lender shall also be continuing entitled to sell (on a servicing-retained or servicing-released basis, as Lender may elect) any or all of such Contracts individually for the prevailing price as a commercially reasonable disposition of collateral subject to the applicable requirements of the UCC and (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuingto retitle in Lender's or Lender's nominee's name, 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 subordinate certificates referenced 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). 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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.Section 6.14

Collections. Obligors shall make payments on the Receivables to the Servicer who shall deposit all such payments in the Collection Account no later than the second Business Day following the Date of Processing thereof. The Servicer shall remit allocate such amounts to each Series of Investor Securities and to the Holder of the Exchangeable Transferor Security and shall cause the Trustee to withdraw the required amounts from the Collection Account all or pay such amounts received by to the Servicer on or in respect Holder of the Receivables (including Liquidation Proceeds Exchangeable Transferor Security in accordance with this Article IV and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified Supplement. The Servicer shall make such deposits or payments on the date indicated herein by wire transfer or as a Defaulted Receivable) but excluding payments otherwise provided in the Supplement for any Series of Securities with respect to Purchased Receivablessuch Series. Notwithstanding anything in this Agreement to the contrary, but subject to the terms of any Supplement, for so long as, and only so long as, DMCCB (or any successors to DMCCB pursuant to Section 8.2) or an Affiliate of DMCCB shall remain the Servicer hereunder, and (a)(i) DMCCB (or any successors to DMCCB pursuant to Section 8.2) or an Affiliate of DMCCB, as soon applicable, provides to the Transferor and the Trustee a letter of credit or other form of Enhancement rated at least A-1 by Standard & Poor's and P-1 by Moody's (as practicable certified to the Transferor and the Trustee by such entity), and (ii) after notifying each Rating Agency of the proposed use of such letter of credit or other form of Enhancement the Transferor shall have received a notice from each Rating Agency that the Servicer making payments monthly rather than daily would not result in no event after a downgrading or withdrawal of any of such Rating Agency's then-existing ratings of the Investor Securities, or (b) DMCCB (or any successors to DMCCB pursuant to Section 8.2) shall have and maintain a short-term credit rating of at least A-1 by Standard & Poor's and P-1 by Moody's (as certified to the Transferor and the Trustee by the Servicer), the Servicer need not deposit Collections from the Collection Account into the Principal Account or the Interest Funding Account or any Series Account, or make payments to the Holder of the Exchangeable Transferor Security, prior to the close of business on the second Business day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied 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 Collections are deposited in the Collection Account as otherwise provided 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). The Owner Trustee this Article IV and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer related Supplement, but may instead make such deposits, payments and withdrawals on each Transfer Date in an amount equal to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice net amount of such event or circumstance from deposits, payments and withdrawals which would have been made but for the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders provisions of Notes evidencing not less than 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, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datethis paragraph.

Collections. (i) The Servicer shall remit administer Collections in accordance with the provisions of this Section 2.7. Approved Investors shall be instructed to pay proceeds from the sale of Mortgage Loans into the Collection Account, and such amounts may be released in accordance with the procedures set forth in Section 3.3 hereof. (ii) The Servicer acknowledges that Collections and/or other Collateral Proceeds received by it with respect to any Mortgage Asset belong to the Borrower and have been pledged to the Administrative Agent, on behalf of the Lenders. From such Collections and/or other Collateral Proceeds, the Servicer, on behalf of the Borrower, shall deposit amounts necessary to make payments on the following Settlement Date (or end of the related Interest Period) pursuant to Section 2.7(c)(iii) or (iv), as applicable, into the Collection Account all amounts received no later than such Settlement Date or at the end of such Interest Period, or, on or after the Drawdown Termination Date or upon the occurrence and during the continuation of an Event of Default, within one Business Day after receipt by the Servicer. Until deposited into the Collection Account, the Servicer may commingle Collections and other Collateral Proceeds with its own funds and use such funds for its own business purposes. (iii) Prior to the Drawdown Termination Date, the Servicer shall withdraw funds from the Collection Account (to the extent of collected funds therein) and shall make payments from the Collection Account at the following times and in the following order of priority: (A) To the extent not previously paid, on or in respect of each Settlement Date, the Receivables (including Liquidation Proceeds Servicer shall deposit an amount equal to the costs, fees and all amounts received 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 in connection with shall deposit an amount equal to accrued interest on such Advance, which amount shall be paid to the repossession and sale of a Financed Vehicle (whether or not applicable Managing Agent’s Account for the related Receivable has been classified as 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 Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; providedpro rata basis, however, that for so long as (i) CarMax is the Servicerto JPMorgan Chase, as a Managing Agent, to JPMorgan Chase’s Managing Agent’s Account, (ii) no Event of Servicing Termination shall have occurred and be continuing and 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 Rating Agency Condition shall have been satisfied andAdministrative Agent, unless an Insurer Default shall have occurred and be continuing, to the written consent of Administrative Agent’s Account. (D) On each Settlement Date on which the Insurer shall have been obtained (each, a "Monthly Remittance Condition")Required Reserve Account Amount exceeds the amount then on deposit in the Reserve Account, the Servicer may remit shall deposit an amount equal to such excess to the Reserve Account. (E) On each Settlement Date, if the Group Banks in any Group have not consented to an extension of the Drawdown Termination Date, but the Group Banks in the other Groups have so consented and such amounts non-extending Lenders have not assigned their respective Advances and Bank Commitments to one or more other Lenders in accordance with Section 2.1(b) and Section 13.9, the Servicer shall deposit an amount equal to the unpaid balance of all Principal Debt owing to the non- extending Lenders to the related Managing Agent’s Account. (F) To the extent not previously paid, on each Settlement Date, the Servicer shall deposit any amounts, other than those listed in clauses (A), (B) and (C) above and other than principal on the Advances, that are then due and payable and of which the Servicer has received during prior written notice, including without limitation additional costs under Section 2.16, any Collection Period additional interest under Section 2.17, Consequential Losses under Section 2.18, indemnities under Section 10.1 and costs, expenses and taxes under Section 13.19, to the applicable Managing Agent’s Account. (G) On each Settlement Date, the Servicer shall withdraw from the Collection Account for its own account an amount equal to accrued Servicing Fee then due and payable. (iv) On the Drawdown Termination Date and thereafter, the Administrative Agent shall make payments from the Collection Account (to the extent of collected funds therein) at the following times and in immediately available funds on the Business Day preceding following order of priority: (A) On each Settlement Date, if the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has Servicer is not been satisfied as one of the Closing Originators or an Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and payable shall be paid to the Servicer. (B) To the extent not previously paid, on each Settlement Date), an amount equal to the costs, fees and expenses then due and payable to the Collateral Agent shall be paid to an account designated by the Collateral Agent. (C) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or for any Eurodollar Advance, an amount equal to accrued interest on each such Advance shall be paid to the applicable Managing Agent’s Account. The Owner Trustee 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 Indenture Trustee shall not be deemed related Fee Letter, on a pro rata basis, (i) to have knowledge of any event or circumstance under clause JPMorgan Chase, as a Managing Agent, to JPMorgan Chase’s Managing Agent’s Account, (ii) or 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 definition of Monthly Remittance Condition that would require daily remittance by 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 is one of the Originators or an Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and payable shall be paid to the Collection Account unless Servicer. (v) Upon receipt of funds deposited into its Managing Agent’s Account, each Managing Agent shall distribute such funds to the Owner Trustee Lenders in its Group or to itself for application to the Indenture TrusteeObligations in accordance with the order of priority set forth in Section 2.7(c)(iii) or (iv), 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 Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The Servicer shall remit to the Collection ----------- Account all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, -------- ------- (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied 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 of 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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. (a) The Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all amounts received by 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 or a less frequent basis than that specified in respect 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 Receivables (including Liquidation Proceeds and all amounts received by first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in connection with the repossession and sale of a Financed Vehicle (whether Automated Clearinghouse Corporation next-day funds or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in immediately available funds no event after the close of business later than 11:00 a.m., New York City time, on the second Business day after such receipt; providedDeposit Date, however, that but only for so long as (i) CarMax is the Servicershort-term certificate of deposit ratings of the Servicer are at least P-1 by ▇▇▇▇▇'▇, "F1" by Fitch (iiif rated by Fitch) no Event of Servicing Termination shall have occurred and be continuing and (iii) "A-1" by Standard & Poor's, or the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained (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 is satisfied as a result of the Closing Date). The Owner Trustee Collections being remitted on a monthly, rather than daily, basis and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer shall be Chase USA or Chase; provided, however, that if the Class A-1 Event has occurred, with respect to Collections received during the April 1999 Collection Account 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 Insurer Default shall have occurred and be continuing)Period, the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on May 7, 1999 an amount of such Collections equal to the Closing May 1999 Class A-1 Note Distribution. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date all (or May 7, 1999), setting forth the amounts received remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date (or in respect 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 Receivables Obligors" shall mean payments made by Persons other than the Seller or the Servicer. (including Liquidation Proceeds and all amounts received by 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 repossession and sale payment in full of a Financed Vehicle (whether or not Receivable, the related Servicer shall be deemed to have purchased such Receivable has been classified pursuant to Section 4.6 as a Defaulted Receivable)) of the last day of the Collection Period during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datewhich such error shall have occurred.

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

Collections. The Servicer shall remit For purposes of the deposits to the Collection Account hereinafter provided for, the Servicer may, at its option, make net deposits such that the Servicer need not deposit the Transferor Collections, or any other amounts allocated to the Exchangeable Transferor Certificate into the Collection Account and in making such net deposits shall pay, or be deemed to pay, the Transferor Collections and such other amounts to the Holder of the Exchangeable Transferor Certificate. Obligors shall make payments on all Coupon Contracts and the related Receivables to the Servicer who shall deposit all such payments, to the extent constituting either Collections or Transferor Collections on the Receivables, in the Collection Account no later than the third Business Day following the Date of Processing thereof, subject to the right of the Servicer to make net deposits as provided above. Prior to remitting all such Collections and Transferor Collections (as identified by the Servicer) to the Collection Account, the Servicer shall identify the amounts received included within such payments from Obligors as constitute Additional Payments and, in accordance with subsection 2.1(h) of the Purchase Agreement, the Transferor hereby authorizes and directs the Servicer, for so long as BTFC shall be the Servicer, to retain all such Additional Payments for its own account (provided, that if BTFC shall not be the Servicer, the Servicer shall remit such Additional Payments to BTFC unless otherwise directed by the Transferor). 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 the Daily Report to be delivered by the Servicer on such Business Day (less any portion thereof attributable to the Available Subordination Amount for all Series then outstanding), would be less than zero or a Pay-Out-Event (other than, in respect the case of the Receivables Amortization Period, a Pay-Out-Event described in clause (including Liquidation Proceeds f) of Section 7 hereof) shall have occurred. The Servicer shall deposit or shall direct the Trustee to deposit all such payments, -15- to the extent constituting either Collections or Transferor Collections on the Receivables, in the Collection Account no later than the third Business Day following the Date of Processing thereof, subject to the right of the Servicer to make net deposits as provided above. Prior to depositing all such Collections and Transferor Collections (as identified by the Servicer) to the Collection Account, the Servicer shall identify the amounts included within such payments from Obligors as constitute Additional Payments and, in accordance with subsection 2.1(h) of the Purchase Agreement, the Transferor hereby authorizes and directs the Servicer, for so long as BTFC shall be the Servicer, to retain all such Additional Payments for its own account (provided, that if BTFC shall not be the Servicer, the Servicer shall remit such Additional Payments to BTFC unless otherwise directed by the Transferor). Notwithstanding the preceding sentence, BTFC, the Transferor and the Trustee each expressly acknowledges and agrees that (i) the Trustee shall immediately revoke all further authority of BTFC to withdraw any amounts from all EFT Accounts (in accordance with the procedures agreed upon with the institutions maintaining such EFT Accounts) upon the occurrence of a Pay-Out-Event (other than, in the case of the Amortization Period, a Pay-Out-Event described in clause (f) of Section 7 hereof) (unless and until such time as such revocation shall be waived by the Administrative Agent), but shall not revoke such authority unless and until such a Pay-Out-Event shall have occurred, and (ii) the Trustee shall have a continuing right to set off and apply all Additional Payments and all Transferor Collections, to the extent attributable to EFT Contracts and remitted at any time to any EFT Account, upon any failure by BTFC to timely remit Collections and Transferor Collections attributable to Coupon Contracts to the Collection Account as required in accordance with the preceding paragraph. In the event the Transferor issues other Series of Investor Certificates pursuant to the Agreement while the Series 2001-1 Certificates remain outstanding, each Series 2001-1 Certificateholder shall be deemed to have acknowledged and agreed that, unless not required under the Supplement for any other Series, amounts received realized by the Servicer Trustee in connection 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 repossession Certificateholders of other Series in a manner consistent with the allocation of Collections pursuant to the Agreement and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and applicable Supplements otherwise in no event after the close of business on the second Business day after such receipteffect; provided, however, that for so long as (i) CarMax is in no event shall amounts realized by the ServicerTrustee in effecting any such setoff be shared with the Holder of the Exchangeable Transferor Certificate, (ii) no Event and the Holder of Servicing Termination the Exchangeable Transferor Certificate shall have occurred no right or entitlement thereto (without regard to the allocation of Collections pursuant to the Agreement and be continuing the applicable Supplements otherwise in effect), unless and (iii) the Rating Agency Condition until all amounts owing to Investor Certificateholders in respect of Investor Certificates shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent of the Insurer paid in full (or amounts sufficient to make such payments in full shall have been obtained (each, a "Monthly Remittance Condition"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 may remit any such amounts received during any Collection Period shall have the power, revocable by the Trustee upon the occurrence of a Servicer Default pursuant to Section 10.1 or upon the occurrence of a Pay-Out-Event, to instruct the Trustee in writing pursuant to the Daily Report or otherwise to instruct the Trustee to make withdrawals and payments from the Collection Account in immediately available funds on the Business Day preceding Account, the Distribution Date following such Collection Period (it being understood that Account, the Monthly Remittance Condition has not been satisfied as of the Closing Date). The Owner Trustee Excess Funding Account and the Indenture Trustee shall not be deemed to have knowledge Reserve Fund for the purpose of any event or circumstance under clause (ii) or (iii) of carrying out the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee Servicer’s or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance’s duties hereunder. The Servicer shall remit to the Collection Account make deposits or payments on the Closing Date all amounts received dates indicated herein by wire transfer or as otherwise provided in the Servicer on or in Supplement for any Series of Certificates with respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datesuch Series.

Collections. The Servicer shall remit to the Collection Account all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied 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 of the Closing Date). The Owner Trustee ; and, provided further, that any such amounts are received in respect of a Receivable as to which there is an outstanding and unreimbursed Simple Interest Advance, such amounts shall, to the Indenture Trustee shall not be deemed to have knowledge extent of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance such unreimbursed Simple Interest Advance, be retained by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice in reimbursement of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstanceitself. The Servicer shall likewise remit to the Collection Account on all Liquidation Proceeds in respect of a Receivable as to which there is an outstanding and unreimbursed Simple Interest Advance after deducting therefrom the Closing Date all amount of such outstanding and unreimbursed Simple Interest Advance. Notwithstanding the foregoing, the Servicer may, in the event that the Servicer determines that it has made an Unreimbursed Servicer Advance, reimburse itself from unrelated amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during to the period extent that the Servicer shall, concurrently with the withholding of any such amounts from but excluding deposit into the Cutoff Date Collection Account as required above, furnish to the Indenture Trustee and including the second Business Day preceding Owner Trustee a certificate of a Servicing Officer setting forth the Closing Date.basis for the Servicer's determination, the amount of and Receivable with respect to which such Unreimbursed Servicer Advance was made and the installment or installments or other proceeds respecting which reimbursement has been taken; provided, however, that the Servicer must provide such certificate within three months of such reimbursement. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or

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

Collections. The Servicer shall remit (a) Until the Borrower’s authority to do so is terminated by the Collection Account 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 all amounts received by the Servicer due and payable on or in respect of the Loan 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 relating to Eligible Loans specified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business collateral on the second Business day after written request by Borrower for the Loan on the Bank’s behalf and for the Bank’s account as the Bank’s property in trust for the Bank, and use the proceeds of all such receipt; provided, however, that payments for the Borrower’s general business purposes so long as such use is not inconsistent with the provisions of this Agreement. (b) At any time after a Default, the Bank may terminate the authority given to the Borrower in subsection (a) above whereupon (i) CarMax is the ServicerBank shall 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) no Event 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 Servicing Termination shall have occurred and be continuing and (iii) receipt thereof by the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained (each, a "Monthly Remittance Condition"), the Servicer may remit any such amounts received during any Collection Period Borrower for deposit to the Collection Account in immediately available funds on precisely the Business Day preceding form in which received, except for the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as addition thereto of the Closing Date). The Owner Trustee and endorsement of the Indenture Trustee shall not be deemed to have knowledge Borrower where required for collection of any event checks, drafts, money orders, instruments or circumstance under clause (ii) or other remittances which endorsement the Borrower agrees to make and with respect thereto the Borrower hereby waives notice of presentment, protest and non-payment, (iii) pending such deposit, the Borrower will not commingle any such cash, checks, drafts, money orders, instruments or other remittances with other funds or property but will hold them separate and apart and in trust for the Bank subject to the security interest and lien of the definition of Monthly Remittance Condition that would require daily remittance Bank on the Collateral hereunder, and (iv) the Bank shall have the right at any time and from time to time to apply funds held by the Servicer to it in the Collection Account unless to the Owner Trustee payment of all 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 Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% any part of the Note Balance Obligations, whether matured or from unmatured, in such order and manner as 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, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or Bank may determine in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Dateits sole discretion.

Collections. The (1) On or prior to the Closing Date, initial Servicer shall remit 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. (i) Servicer’s right of access to the Post Office Box and the Collection Account all amounts received by shall be revocable at the Servicer on or in respect option of Trustee as designee of the Receivables Trust (including Liquidation Proceeds 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. (ii) 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 amounts Field Collections on the date received by recording the Servicer in connection with amount of the repossession payment received from the Obligor and sale the applicable account number. Subject to Section 5.4(a) of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in Indenture, no event after later than the close of business on the second Business day 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 (i) 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; provided, however, that for so long as (i) CarMax is the Servicer, and (ii) deposited in the Collection Account no Event later than two Business Days following the date of Servicing Termination such receipt. Subject to Section 5.4(a) of the Indenture, Servicer shall have occurred and be continuing and deposit all Recoveries into the Collection Account within two Business Days after the date of its receipt of such Recoveries. (iii) the Rating Agency Condition shall have been satisfied and[Reserved]. (iv) All Collections received by Servicer in respect of Receivables will, 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 pending remittance to the Collection Account as provided herein, be held by Servicer in immediately available funds trust for the exclusive benefit of Trustee (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 behalf of the Closing Date). The Owner Trustee Receivables Trust) and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance 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 shall be deposited in the Collection Account. The Servicer may cause to be withdrawn from the Collection 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. (v) Each of Depositor, the Receivables Trust, Issuer and Servicer hereby irrevocably waive any right to set off against, or otherwise deduct from, any Collections. (vi) The Receivables Trust, Issuer and initial Servicer hereby transfer, assign, pledge, set over and convey to Trustee all of their right, title and interest in and to the Collection Account unless and the Owner Trustee other Trust Accounts. (vii) All payments or the Indenture Trustee, as applicable, has received notice of such event other amounts collected or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of a Receivable shall be applied to the Outstanding Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale Balance of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted such Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. The (a) Subject to the provisions of subsection (b) below, the Servicer shall remit to the Collection Account (i) all amounts received payments by the Servicer or on or in respect behalf of the Obligors (including, subject to the next two sentences, Payaheads on the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale Rule of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) 78's Payments, but excluding payments with respect to Purchased ReceivablesReceivables 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 and practicable, but in no event after the close of business on the second Business day Day after receipt thereof. Collections of Payaheads and Rule of 78's Payments shall be deposited in the Collection Account, pursuant to the preceding sentence for purposes of administrative convenience only, pending, with respect to Payaheads, determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(g)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and such receipt; providedamounts shall not be transferred to the Collection Account until due, howeverand with respect to Rule of 78's Payments, that determination of such payments, which payments upon determination shall be made to the Servicer, and the Trust shall not be entitled to such amounts. MMCA, for so long as (i) CarMax it is acting as the Servicer, (ii) no Event may make remittances of Servicing Termination shall have occurred 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 be continuing conditions set forth below in this Section 4.2 and (iii) only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent provisions of the Insurer shall have been obtained (each, a "Monthly Remittance Condition")first sentence of this Section 4.2, the Servicer may shall remit any such amounts collections received during any a Collection Period to the Collection Account in immediately available funds on the Business Day preceding prior to the Distribution related Payment Date following such Collection Period but only for so long as each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (it being understood that which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition has became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from the Rating Agencies that such alternative remittance schedule will not been satisfied as result in the downgrading or withdrawal by the Rating Agencies of the Closing Date)ratings then assigned to the Notes and the Certificates. The Owner Trustee and or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, Trustee has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance 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 an Authorized Officer of in the Owner Trustee Corporate Trust Office with knowledge hereof or the Indenture Trustee, as applicable, familiarity herewith has actual knowledge of such event or circumstance. The . (b) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Collection Account Account, as soon as practicable, but in no event after the close of business on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding after receipt thereof by the Closing Datesubservicer (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 Servicer shall remit daily within forty-eight hours of receipt to the Collection Account all amounts received 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 on or a less frequent basis than that specified in respect 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 Receivables (including Liquidation Proceeds and all amounts received by first sentence of this Section 5.2, the Servicer shall remit such collections to the Collection Account in connection with the repossession and sale of a Financed Vehicle (whether Automated Clearinghouse Corporation next-day funds or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in immediately available funds no event after the close of business later than 11:00 a.m., New York City time, on the second Business day after such receipt; provided, however, that Deposit Date but only for so long as (i) CarMax is the Servicershort-term certificate of deposit ratings of the Servicer are at least P-1 by Moody's, "F-1" by Fitch (iiif rated by Fitch) no Event of Servicing Termination shall have occurred and be continuing and (iii) "A-1" by Standard & Poor's, or the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained (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 is satisfied as a result of the Closing Date). The Owner Trustee Collections being remitted on a monthly, rather than daily, basis and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer shall be Chase USA or Chase; provided, however, that if the Class A-1 Event has occurred, with respect to Collections received during the June 1998 Collection Account 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 Insurer Default shall have occurred and be continuing)Period, the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on July 9, 1998 an amount of such Collections equal to the Closing July 1998 Class A-1 Note Distribution. Upon remittance by the Servicer of Collections to the Collection Account pursuant to the preceding sentence, the Paying Agent shall provide written notice to the Indenture Trustee and the Owner Trustee no later than 11 a.m., New York City time, on each Deposit Date all (or July 9, 1998), setting forth the amounts received remitted by the Servicer on such date and, if the Paying Agent fails to provide the Indenture Trustee and the Owner Trustee, with such written notice by 12 noon, New York City time, on such Deposit Date (or in respect July 9, 1998), then the Indenture Trustee and the Owner Trustee shall assume that no deposits were made to the Collection Account pursuant to this Section 5.2. For purposes of this Section 5.2 the phrase "payments made on behalf of the Receivables Obligors" shall mean payments made by Persons other than the Seller or the Servicer. Investment Earnings on amounts on deposit in the Collection Account will be paid to the Servicer. (including Liquidation Proceeds and all amounts received by 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 repossession and sale payment in full of a Financed Vehicle (whether or not Receivable, the related Servicer shall be deemed to have purchased such Receivable has been classified pursuant to Section 4.6 as a Defaulted Receivable)) of the last day of the Collection Period during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datewhich such error shall have occurred.

Collections. The Servicer shall remit Notwithstanding anything to the Collection Account all amounts received by contrary in the Servicing Agreement, Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; provided, however, Seller each hereby agrees that for so long as it shall (i) CarMax is maintain, for the Servicerduration of the Repurchase Agreement, a schedule identifying the loans that are subject to this Instruction Letter, and (ii) no Event deposit into an account, within two (2) Business Days of receipt thereof, any and all properly identified funds consisting of collections identified in 3.03(b) of the Servicing Termination shall have occurred and Agreement received by Servicer relating in any way to any of the Purchased Assets, including all such other amounts related to the Purchased Assets that are otherwise required to be continuing remitted to Seller or any other Person pursuant to the Servicing Agreement, in accordance with the wiring instructions provided below (such account information, the “Waterfall Account”), or in accordance with any other instructions that may be delivered to Servicer by Buyer or its designee, and (iii) (a) direct each Mortgagor to deposit all Principal Payments (as defined in the Rating Agency Condition Repurchase Agreement) directly into the Waterfall Account, and (b) if, notwithstanding such direction, any Principal Payments are deposited into an account with the Seller or the Servicer, it shall have been satisfied anddeposit into the Waterfall Account, unless an Insurer Default shall have occurred within one (1) Business Day of receipt thereof, any and be continuing, the written consent all Principal Payments received by it relating in any way to any of the Insurer Purchased Assets, including all such other amounts related to the Purchased Assets that are otherwise required to be remitted to Seller or any other Person pursuant to the Servicing Agreement: Servicer Notice (▇▇▇▇▇ – FBRED) Bank: ▇▇▇▇▇ Fargo Bank, National Association ABA #: ▇▇▇▇▇▇▇▇▇ Acct #: 4425986064 Acct Name: FBRED REIT WWH Seller, LLC Under no circumstances shall have been obtained (each, a "Monthly Remittance Condition"), the Servicer may remit any such amounts received during in accordance with any Collection Period instructions delivered to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period Servicer by Seller, or any other Person (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event other than Buyer or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuingBuyer’s designee), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datewithout ▇▇▇▇▇’s prior written consent.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit to the Collection Deposit Account all amounts received payments by or on behalf of the Servicer on or in Obligors with respect of to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds and all amounts received by collected during the related Collection Period, prior to 11:00 a.m. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer in connection with shall remit to the repossession and sale Deposit Account all payments by or on behalf of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments Obligors with respect to the Receivables (other than Purchased Receivables) Receivables and not including Fixed Value Payments), all Liquidation Proceeds within two Business Days of receipt thereof. The commingling conditions are as soon as practicable and in no event after the close of business on the second Business day after such receipt; provided, however, that for so long as follows: (i) CarMax is DCS must be the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing and (iii) (x) DCS 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(and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the contrary, unless an Insurer Default shall have occurred so long as DCS is the Servicer, DCS may withhold from the deposit into the Deposit Account any amounts indicated on the related Servicer's Certificate as being due and be continuingpayable to DCS or the Seller and pay such amounts directly to DCS or the Seller, as applicable. For purposes of this Article V, the written consent phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Insurer shall have been obtained (each, a "Monthly Remittance Condition")Receivables by Persons other than the Servicer or the Seller. In the event the commingling conditions cease to be met, the Servicer may remit any such amounts received during any Collection Period shall make daily remittance of collections to the Collection Deposit Account in immediately available funds on the within two Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as Days of 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 definition of Monthly Remittance Condition that would require receipt thereof; provided however, daily remittance may commence no later than five Business Days following a reduction of DCS's short-term ratings below "A-1" by the Servicer to the Collection Account unless the Owner Trustee Standard & Poor's or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received "P-1" by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing DateMoody's.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection Account or Payahead Account, as applicable, all amounts received payments by or on behalf of the Servicer on or in Obligors with respect of to the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to other than Purchased Receivables) and all Net Liquidation Proceeds, both as soon as practicable and in no event after collected during the close of business on Monthly Period less any payments owed thereon to the second Business day after such receipt; providedServicer. Notwithstanding the foregoing, however, that for so long as (i) CarMax is Franklin Capital remains the Servicer, (ii) no Event of Servicing Termination Servicer Default shall have occurred and be continuing and continuing, (iii) there exists no Insurer Default, (iv) the Rating Agency Condition Servicer's (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall have been satisfied andbe paid to the Servicer on the related Distribution Date pursuant to Section 5.6(b)(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 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 of the Closing Date). The Owner Trustee and the Indenture Trustee shall not be deemed make a distribution to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuingrespect of such amount pursuant to Section 5.6(b)(i), or if the Holders of Notes evidencing not less than 25% of Servicer prior thereto has been reimbursed pursuant to Section 5.6(b)(i) or Section 5.9, the Note Balance or Trustee shall withhold such amounts 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, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit amounts otherwise distributable to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing next succeeding Distribution Date.

Collections. The Servicer (a) In the event that the 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, the Originator shall remit to the Collection Account all amounts received by notify the Servicer on or in respect of who shall so advise the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied Purchaser 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 identification, the Purchaser shall remit, or shall cause to be remitted, all funds so deposited which are identified to the Purchaser’s satisfaction to the Originator. (it being understood that b) If on any day any Transferred Asset becomes (in whole or in part) a Diluted Asset, the Monthly Remittance Condition has not been satisfied as of the Closing Date). The Owner Trustee and the Indenture Trustee Originator shall not be deemed to have knowledge received on such day a Collection of such Transferred Asset in the amount of such Diluted Asset. The Originator shall pay to the Purchaser on or prior to the next Business Day all amounts deemed to have been received pursuant to this subsection. (c) Upon discovery by the Originator or the Purchaser of any event breach of the representation and warranty made in Section 3.01(j) with respect to any Transferred Asset, the party discovering the same shall give prompt written notice thereof to the other parties hereto. The Originator shall, on the Business Day following such notice, repurchase the affected Transferred Asset, at the option of the Originator, either (i) by making a cash payment to the Purchaser in an amount equal to the Repurchase Price (defined below), or circumstance under clause (ii) or so long as no “Event of Termination” under, and as defined in, the Purchase Agreement has occurred, and no Asset Interest Excess exists under (iiiand as defined in) the Purchase Agreement, by transferring ownership of a new Eligible Asset to the definition of Monthly Remittance Condition that would require daily remittance Purchaser on such Business Day having an Outstanding Balance at least equal to the Repurchase Price. The “Repurchase Price” for any Transferred Asset to be repurchased under this Section 2.03(c) shall equal the Purchase Price paid for such Asset by the Servicer Purchaser minus Collections received in respect thereof minus any payments or offsets made by the Originator to the Collection Account 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 Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or Purchaser in respect of Deemed Collections relating to such Transferred Asset. Simultaneously upon the Receivables (including Liquidation Proceeds payment to the Purchaser, or transfer to the Purchaser of Eligible Assets in respect of, the Repurchase Price for any such repurchased Transferred Asset, such Transferred Asset and all amounts received Related Property relating solely to such Transferred Asset shall automatically be reconveyed by the Servicer Purchaser to the Originator 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 Originator’s expense, take any action the other party may reasonably request to further evidence such reconveyance. The Originator’s obligation to reacquire Transferred Assets pursuant to this Section 2.03(c) 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 Asset affected by such event. Except as expressly provided in connection with this Section 2.03, the repossession and sale Originator shall have no 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 a Financed Vehicle (whether or not any Transferred Assets after the related Receivable has been classified as a Defaulted Receivable)) during date on which such Transferred Assets are transferred by the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.Purchaser hereunder. WAREHOUSE LOAN SALE AGREEMENT

Collections. The Servicer Borrower shall remit establish and maintain such arrangements as shall be necessary or appropriate to assure that all proceeds of the Collateral of the Borrower and its Material Subsidiaries are deposited (in the same form as received) in accounts maintained with, or under the dominion and control of, the Agent, such accounts to constitute special restricted accounts, the Borrower acknowledging that the Agent has (and is hereby granted) a lien on such accounts and all funds contained therein to secure the Obligations. If and to the Collection Account all amounts received by extent that proceeds are deposited and/or maintained in one or more accounts maintained with financial institutions other than the Servicer on Agent, except as otherwise permitted under Section 4.1(iii) above, it shall be a condition to the Borrower's or any Material Subsidiary's right to establish and maintain such deposit accounts at any time after July 31, 1999, that the financial institutions maintaining such accounts shall have delivered to the Agent blocked account agreements satisfactory to the Agent in respect form and substance pursuant to which such financial institutions acknowledge the Agent's Lien thereon, waive any right of the Receivables offset or bankers' liens thereon (including Liquidation Proceeds and all amounts received by the Servicer 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 other than with respect to Purchased Receivablesaccount maintenance charges and returned items) as soon as practicable and agree that, upon notice from the Agent, the collected balances in no event after such accounts will only be transferred to the close of business on Agent. The Banks agree with the second Business day after such receipt; provided, however, Borrower that for if and so long as (i) CarMax is the Servicer, (ii) no Default or Event of Servicing Termination shall have Default has occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be or is continuing, amounts on deposit in the written consent accounts maintained with the Agent will (subject to the rules and regulations of the Insurer shall have been obtained (each, a "Monthly Remittance Condition")Agent as from time to time in effect applicable to demand deposit accounts) be made available to the Borrower and its Material Subsidiaries for use in the conduct of their business. Upon the occurrence of an Event of Default, the Servicer Agent may remit any apply the funds on deposit in such amounts received during any Collection Period accounts to the Collection Account Obligations. In furtherance of the requirements set forth above, the Borrower agrees to establish and implement a cash management system acceptable to the Agent by no later than September 30, 1999, pursuant to which all available cash and cash equivalents held or maintained by the Borrower and its Subsidiaries (exclusive of reasonable account balances maintained for the account of physician practice groups) are swept on a daily basis into one or more deposit accounts subject to the Lien of the Agent as set forth above. 1.6. The definition of "Applicable Margin" appearing in immediately available funds on Section 5.1 of the Business Day preceding Credit Agreement shall be amended and restated in its entirety to read as follows (and the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied Applicable Margin, as so amended, shall be effective as of 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 definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture TrusteeJune 10, 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 Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.1999):

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all amounts payments received by or on behalf of the Servicer Obligors on or in respect of the Receivables (including excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on later than the second Business day Day after such receipt; providedidentification thereof. For purposes of this Article V, howeverthe phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, that for so long as (i) CarMax NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least [“Prime-1”] by [Moody’s], NMAC’s short-term unsecured debt obligations are rated at least [“A-1”] by [Standard & Poor’s] and NMAC’s short-term unsecured debt obligations are rated at least [“F1”] by [Fitch] (so long as [Moody’s], [Standard & Poor’s] and [Fitch] are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Servicing Termination Default or Servicer Default shall have occurred and be continuing and (iiiunless waived by the appropriate Securityholders) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing(collectively, the written consent “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 Insurer shall have been obtained (each, a "Monthly Remittance Condition"), the Servicer may remit any such amounts received during any related Collection Period to the Collection Account in immediately available funds on funds. Commencing with the Business Day preceding first day of the Distribution Date following such first Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition has ceases to be satisfied and for so long as any Monthly Remittance Condition is not been satisfied as 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 Closing Date). The Owner Trustee 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][Cap] Receipts received by it under the Interest Rate [Swap][Cap] Agreement in immediately available funds.] (c) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstance circumstances under clause (ii) or (iii) of the definition of the Monthly Remittance Condition that would require daily remittance by unless the Servicer to the Collection Account unless Indenture Trustee or the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor Seller or the Servicer in an Officer's ’s Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% in principal amount of the Note Balance or from the Holders of Certificates evidencing not less than 25% Outstanding Amount of the Certificate Balance Notes, or a Responsible Trust Officer of the Owner Indenture Trustee or the Indenture Trustee, as applicable, Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. circumstances. (d) The Servicer shall remit to give (i) the Collection Account on 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 all amounts received Date, no such notice shall be required in connection therewith). (e) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer on or in before the Monthly Remittance Condition became unsatisfied), if the Rating Agency Condition is satisfied with respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Datesuch alternative remittance schedule.