Common use of Collections Clause in Contracts

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables Collections (other thanthan payments on Repurchased Receivables) not later than the second Business Day after identification thereof; provided, in the case of Precomputed Receivableshowever, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as that if the Monthly Remittance Conditions are Condition is satisfied, then the Servicer shall not be required to remit such collections to deposit into the Collection Account on an amount equal to the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, Collections received during the related Collection Period until the Business Day before each Payment 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 fundsDistribution Date. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any The “Monthly Remittance Condition ceases Condition” shall be deemed to be satisfied if (i) NMAC is the Servicer and for (ii) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (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 and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions Fitch are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(iRating Agencies). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any the Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are is not satisfied, all Payments Ahead Collections then held by the Servicer shall be immediately deposited into the Payahead Collection Account and all future Payments Ahead Collections on or in respect of the Receivables (other than payments on Repurchased Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Payahead Collection Account within two not later than the second Business Days Day after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence identification thereof. Notwithstanding the failure of any Monthly Remittance Conditionforegoing, the Servicer may utilize an alternative collection or Payment Ahead remit Collections to the Collection Account on any other alternate remittance schedule (which but not later than the related Distribution Date) if the Rating Agency Condition is satisfied with respect to such alternate remittance schedule. Pending deposit into the Collection Account, Collections may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Condition), if commingled and used by the Servicer provides at its own risk and are not required to the Owner Trustee and Indenture Trustee written confirmation be segregated from each Rating Agency that such alternative remittance schedule will not result in the qualification, reduction or withdrawal of the rating then assigned to any Class of Notesits own funds.

Collections. (a) Except as otherwise provided The Servicer shall establish the Subcollection Account in this Agreement, the name of the Indenture Trustee for the benefit of the Noteholders. The Subcollection Account shall be an Eligible Account satisfying clause (ii) of the definition of "Eligible Account," and shall initially be established with the Lockbox Bank. The Servicer shall remit daily directly to the Collection Subcollection Account without deposit into any intervening account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other thanand all Liquidation Proceeds received by the Servicer, in each case, as soon as practicable, but in no event later than the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days Day after receipt thereof. Notwithstanding Within two days of deposit of payments into the foregoing, for so long as the Monthly Remittance Conditions are satisfiedSubcollection Account, the Servicer shall not be required cause the Lockbox Bank to remit transfer all amounts credited to the Subcollection Account on account of such collections payments 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 Payment 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 fundsAccount. 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 and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead Amounts in the Collection Subcollection Account within two Business Days after receipt thereof, which Payments Ahead shall not be transferred to the Payahead Account pursuant to Section 5.06(a)(ii)invested. Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior acceptable to the failure of such Monthly Remittance Condition), Servicer if the Security Insurer consents in writing (so long as an Insurer Default shall not have occurred and be continuing) and 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 downgrading or withdrawal by the Rating Agency of the rating then assigned to any Class of the Notes. (b) Notwithstanding the provisions of subsection (a) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer or the Lockbox Bank to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 4.6(iii) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Security Insurer as may be necessary in the opinion of the Indenture Trustee and the Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to this Section 4.2(b), the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Indenture Trustee notice to such effect, following receipt of which the Indenture Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 4.6, or if the Servicer prior thereto has been reimbursed pursuant to Section 4.6 or Section 4.8, the Indenture Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Distribution Date.

Collections. (a) Except as otherwise provided in this Agreement, the The Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two 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 Days after receipt thereofDay following the Business Day on which such amounts are received by the Servicer. Notwithstanding the foregoing, for so long as (a) UAC remains the Monthly Remittance Conditions Servicer, (b) no Event of Servicer Default shall have occurred and be continuing and (c)(1) UAC maintains a short-term rating of at least A-1 by Standard & Poor's and P-l by Moody's (and for five Business Days following a reduction in either such rating) or (2) prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are satisfiedcomplied with) and the prior written consent of the Insurer (not to be unreasonably withheld) shall have been obtained, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall may remit all such collections in payments and Liquidation Proceeds with respect of the related to any Collection Period to the Collection Account on a less frequent basis, but in no event later than the Determination Date immediately available fundspreceding each Payment Date. Commencing The Servicer shall remit any Advances with the first day of the first respect to a 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 and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereofor before the Determination Date. (b) Except as otherwise provided in this AgreementThe Servicer, the Servicer Owner Trustee and/or Indenture Trustee shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to any funds received by such parties in respect of funds drawn under the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding Policy from the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereofInsurer. (c) The Servicer shall give If the Owner TrusteeAvailable Funds for a Payment Date are insufficient to pay current and past due Insurance Premiums, or any amounts owing to the Indenture Trustee Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and each Rating Agency written notice of expenses, plus accrued interest thereon, to the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance ConditionInsurer, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Condition), if the Servicer provides to shall notify the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that of such alternative remittance schedule will not result deficiency, and the Available Spread Amount, if any, then on deposit in the qualification, reduction or withdrawal of the rating then assigned Spread Account (after giving effect to any Class of Noteswithdrawal to satisfy a deficiency in Monthly Interest or Monthly Principal) shall be available to cover such deficiency.

Collections. (a) Except as otherwise provided in this AgreementSubject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit daily to the Collection Deposit Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables (other thanthan Purchased Receivables and not including Fixed Value Payments), in all Liquidation Proceeds collected during the case related Collection Period, prior to 11:00 A.M. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of Precomputed Receivablesthe commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments constituting Payments Ahead) by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Net Liquidation Proceeds within two Business Days after of receipt thereof. The commingling conditions are as follows: (i) DCS must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) 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 any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the foregoingcontrary, for so long as DCS is the Monthly Remittance Conditions are satisfiedServicer, DCS may withhold from the deposit into the Deposit Account any amounts indicated on the related Servicer's Certificate as being due and payable to DCS or the Seller and pay such amounts directly to DCS or the Seller, as applicable. For purposes of this Article V, the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. In the event the commingling conditions cease to be met, the Servicer shall not be required to remit such make daily remittance of 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 Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Deposit Account within two Business Days after of receipt thereof; provided however, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two daily remittance may commence no later than five Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day following a reduction of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held DCS's short-term ratings below "A-1" by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted Standard & Poor's or "P-1" by the Servicer to the Payahead Account within two Business Days after receipt thereofMoody's. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, the The Servicer shall remit daily or cause a Subservicer to remit to the Collection Account described in Section 3.03 hereof, and to no other account, as soon as practicable, but in no event later than the Collection Account's Depository's close of business two (2) Business Days after receipt thereof, all payments received by or on behalf of the Obligors on Obligors, including all Actual Payments, Insurance Proceeds, Defaulted Receivable Recoveries, Principal Collections, Liquidation Proceeds, Repurchase Prices and all proceeds relating to the repossession or disposition of the Financed Vehicles (including recourse payments received from Dealers with respect to a breach of a representation or warranty of such Dealers under the Dealer's Agreements), all as collected during the Collection Period, in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held a Receivable being serviced by the Servicer shall be immediately deposited into the Collection Account or a Receivable subject to a Repurchase Event, and all future collections payments or other amounts, if any, made by or on behalf of an Obligor or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted received by the Servicer with respect to the Collection Account on a daily basis within two Business Days after receipt thereofany Receivable. (b) Except as otherwise provided in this AgreementWith respect to checks or drafts (i) issued by an insurer for payment of loss on Receivables, (ii) made payable to the named insured, the Indenture Trustee or any other Person, and (iii) received by the Servicer, the Servicer shall deposit take all Payments Ahead in necessary action to document the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred of each such draft on the day of receipt thereof and if made payable to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Indenture Trustee, forward the original draft by reputable overnight courier to the Indenture Trustee at the address set forth in Section 7.03 hereof for receipt by the Indenture Trustee two (2) Business Days for immediate endorsement and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, return to the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notesvia overnight courier.

Collections. (a) Except as otherwise provided in this Agreement, the The Servicer shall remit daily to the Collection Account all payments amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by or on behalf of the Obligors Servicer on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) including Liquidation Proceeds and all Net Liquidation Proceeds within two amounts received by the Servicer 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 Days Day after receipt thereof. Notwithstanding the foregoingsuch 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 (each, a “Monthly Remittance Conditions are satisfiedCondition”), the Servicer shall not be required to may remit any such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related amounts received during any Collection Period to the Collection Account in immediately available funds. Commencing with funds on the first day of Business Day preceding the first Distribution Date following such Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and for so long as any Monthly Remittance Condition is not satisfied, all collections then held amounts received by the Servicer 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 be immediately deposited into 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 all future collections 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 all Net Liquidation Proceeds the Indenture Trustee shall not be remitted deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except unless the Owner Trustee or the Indenture Trustee, as otherwise provided in this Agreementapplicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer shall deposit all Payments Ahead in an Officer’s Certificate or written notice of such event or circumstance from the Collection Account within two Business Days after receipt thereofHolders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii)as applicable, has actual knowledge of such event or circumstance. Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the The Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with on 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 Closing Date all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held amounts received by the Servicer shall be immediately deposited into on or in respect of the Payahead Account Receivables (including Liquidation Proceeds and all future Payments Ahead shall be remitted amounts received by the Servicer to in connection with the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee repossession and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing sale of a failed Monthly Remittance ConditionFinanced Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) as soon as practical after during the occurrence thereof. Notwithstanding period from but excluding the failure of any Monthly Remittance Condition, Cutoff Date to and including the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be second Business Day preceding 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 withdrawal of the rating then assigned to any Class of NotesClosing Date.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables Collections (other thanthan payments on Repurchased Receivables) not later than the second Business Day after identification thereof; provided, in the case of Precomputed Receivableshowever, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as that if the Monthly Remittance Conditions are Condition is satisfied, then the Servicer shall not be required to remit such collections to deposit into the Collection Account on an amount equal to the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, Collections received during the related Collection Period until the Business Day before each Payment 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 fundsDistribution Date. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any The “Monthly Remittance Condition ceases Condition” shall be deemed to be satisfied if (i) NMAC is the Servicer and for (ii) NMAC’s short-term unsecured debt obligations are rated at least “P-1” by ▇▇▇▇▇’▇ and at least “A-1” by S&P (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 and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions S&P are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(iRating Agencies). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any the Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are is not satisfied, all Payments Ahead Collections then held by the Servicer shall be immediately deposited into the Payahead Collection Account and all future Payments Ahead Collections on or in respect of the Receivables (other than payments on Repurchased Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Payahead Collection Account within two not later than the second Business Days Day after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence identification thereof. Notwithstanding the failure of any Monthly Remittance Conditionforegoing, the Servicer may utilize an alternative collection or Payment Ahead remit Collections to the Collection Account on any other alternate remittance schedule (which but not later than the related Distribution Date) if the Rating Agency Condition is satisfied with respect to such alternate remittance schedule. Pending deposit into the Collection Account, Collections may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Condition), if commingled and used by the Servicer provides at its own risk and are not required to the Owner Trustee and Indenture Trustee written confirmation be segregated from each Rating Agency that such alternative remittance schedule will not result in the qualification, reduction or withdrawal of the rating then assigned to any Class of Notesits own funds.

Collections. (a) Except as otherwise provided The Servicer shall establish the Subcollection Account in this Agreement, the name of the Indenture Trustee for the benefit of the Noteholders. The Subcollection Account shall be an Eligible Account satisfying clause (ii) of the definition of "Eligible Account," and shall initially be established with the Indenture Trustee. The Servicer shall remit daily directly to the Collection Subcollection Account without deposit into any intervening account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other thanand all Liquidation Proceeds received by the Servicer, in each case, as soon as practicable, but in no event later than the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days Day after receipt thereof. Notwithstanding Within two days of deposit of payments into the foregoing, for so long as the Monthly Remittance Conditions are satisfiedSubcollection Account, the Servicer Indenture Trustee shall transfer all amounts credited to the Subcollection Account on account of such payments to the Collection Account. Amounts in the Subcollection Account shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii)invested. Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior acceptable to the failure of such Monthly Remittance Condition), Servicer if the Security Insurer consents in writing (so long as an Insurer Default shall not have occurred and be continuing) and 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 downgrading or withdrawal by the Rating Agency of the rating then assigned to any Class of the Notes. (b) Notwithstanding the provisions of subsection (a) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer or the Lockbox Bank to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 4.6(iii) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Security Insurer as may be necessary in the opinion of the Indenture Trustee and the Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to this Section 4.2(b), the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Indenture Trustee notice to such effect, following receipt of which the Indenture Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 4.6, or if the Servicer prior thereto has been reimbursed pursuant to Section 4.6 or Section 4.8, the Indenture Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Distribution Date.

Collections. (a) Except as otherwise provided in this AgreementArticle IV, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Servicer shall remit daily to the Collection Account all payments received by or on behalf Accounts constituting part of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) Collateral and all Net Liquidation Proceeds within two Business Days after receipt thereofother Collateral. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain In connection with such collections, without segregation from its other fundsGrantor may take (and, until at Lender’s direction given after the Business Day before each Payment Date at which time occurrence and during the Servicer continuance of an Event of Default, shall remit all take) such collections in respect action as Grantor or Lender may deem necessary or advisable to enforce collection of the related Collection Period Accounts and such other Collateral; provided, however, that Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, without giving written notice to Grantor of Lender’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Lender and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the Collection Account in immediately available fundssame extent as Grantor might have done, but unless and until Lender does so or gives Grantor other instructions, Grantor shall make all collections for Lender. Commencing with In addition to its rights under the first day of the first Collection Period that begins preceding sentence to this Section, Lender, at least two Business Days any time after the day occurrence and during the continuance of a Default or Event of Default, may require that Grantor instruct all current and future account debtors and obligors on which any Monthly Remittance Condition ceases other Collateral to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, make all collections then held payments directly to a lockbox (the “Lockbox”) controlled by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead Lender. All payments received in the Collection Account within two Business Days after receipt thereof, which Payments Ahead Lockbox shall be transferred to a special bank account (the Payahead “Collateral Account”) maintained for the benefit of Lender subject to withdrawal by Lender only. Grantor shall immediately deposit in the Collateral Account pursuant all full and partial payments on any Collateral received by Grantor to Lender in their original form, except for endorsements where necessary. Lender shall apply all collections on the Collateral delivered to it or deposited in the Collateral Account as provided in the Collateral Account Agreement and any such amount applied to the payment of the Obligations may be applied in such order as Lender may elect; provided, however, that after an Event of Default has occurred and is continuing, Lender shall apply all collections in accordance with Section 5.06(a)(ii)7.7. Notwithstanding the foregoingUntil such payments are so delivered to Lender, so long such payments shall be held in trust by Grantor for and as all Monthly Remittance Conditions are satisfiedLender’s property, the Servicer will and shall not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead commingled with any funds of Grantor. Any application of any collection to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure payment of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure Obligation is conditioned upon final payment of any Monthly Remittance Condition, the Servicer may utilize an alternative collection check or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notesother instrument.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as (i) 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 have been approved in writing by each Rating Agency and (iii) an Event of Default shall not have occurred and be continuing (collectively, the "Monthly Remittance Conditions are satisfiedConditions"), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition Conditions is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii4.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Collection Account or the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i4.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of NotesRated Certificates.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables Collections (other thanthan payments on Repurchased Receivables) not later than the second Business Day after identification thereof; provided, in the case of Precomputed Receivableshowever, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as that if the Monthly Remittance Conditions are Condition is satisfied, then the Servicer shall not be required to remit such collections to deposit into the Collection Account on an amount equal to the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, Collections received during the related Collection Period until the Business Day before each Payment 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 fundsDistribution Date. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any The “Monthly Remittance Condition ceases Condition” shall be deemed to be satisfied if (i) NMAC is the Servicer and for (ii) NMAC’s short-term unsecured debt obligations are rated at least “P-1” by ▇▇▇▇▇’▇ and “A-1” by S&P (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 and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions S&P are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(iRating Agencies). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any the Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are is not satisfied, all Payments Ahead Collections then held by the Servicer shall be immediately deposited into the Payahead Collection Account and all future Payments Ahead Collections on or in respect of the Receivables (other than payments on Repurchased Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Payahead Collection Account within two not later than the second Business Days Day after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence identification thereof. Notwithstanding the failure of any Monthly Remittance Conditionforegoing, the Servicer may utilize an alternative collection or Payment Ahead remit Collections to the Collection Account on any other alternate remittance schedule (which but not later than the related Distribution Date) if the Rating Agency Condition is satisfied with respect to such alternate remittance schedule. Pending deposit into the Collection Account, Collections may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Condition), if commingled and used by the Servicer provides at its own risk and are not required to the Owner Trustee and Indenture Trustee written confirmation be segregated from each Rating Agency that such alternative remittance schedule will not result in the qualification, reduction or withdrawal of the rating then assigned to any Class of Notesits own funds.

Collections. (a) Except as otherwise provided in this Agreement, the The Master Servicer shall remit daily provide each Servicer with such instructions as are necessary to permit the Collection Account transfer by wire transfer in immediately available funds of all payments received by or amounts on behalf of the Obligors on or in respect of the Receivables (other than, deposit in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such Custodial Accounts which constitute 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 Payment Servicer Remittance Date at which time the Servicer shall remit all such collections specified in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereofServicing Agreement. (b) Except as otherwise provided in this AgreementOn or prior to each Master Servicer Remittance Date, the Master Servicer shall deposit all Payments Ahead in determine the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Interest Remittance Conditions are satisfiedAmount, the Principal Remittance Amount, the Principal Distribution Amount, the Total Distribution Amount, the Trustee Fee and the Custodian Fee, in each case for the related Distribution Date. For purposes of this Section 6.04 and Section 6.08, with respect to any Distribution Date, in determining the amount received from the Cap Provider, the Master Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Aheadrely conclusively on the accuracy of the information provided to it by the Cap Provider or by the Trustee, without segregation from its other fundsas applicable, until such time as and the Master Servicer shall not be required obligated to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which verify, recompute, reconcile or recalculate any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereofsuch amount. (c) The On each Master Servicer Remittance Date, the Master Servicer shall give remit the Owner TrusteeTotal Distribution Amount for the related Distribution Date, exclusive of any amounts received with respect to the related Distribution Date under the Cap Agreement that have not been deposited in the Collection Account, to the Certificate Distribution Account. Prior to disbursing the Total Distribution Amount, the Indenture Trustee shall withdraw from the Certificate Distribution Account on each Distribution Date and each Rating Agency written notice pay, solely from and in reduction of the failure of any Monthly Interest Remittance Condition Amount, (and any subsequent curing of a failed Monthly Remittance Conditioni) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Conditionto itself, the Trustee Fee and the Custodian Fee for such Distribution Date, (ii) to the applicable Retained Interest Holder, any Retained Interest not paid thereto by the applicable Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be including the remittance schedule previously utilized prior to the failure Seller of such Monthly Remittance Conditionthe Seller’s Retained Interest with respect to Mortgage Loans identified on the Mortgage Loan Schedule as “Seller Retained Interest Mortgage Loans,” at the applicable Seller Retained Interest Rate specified in the Mortgage Loan Schedule), and (iii) to any Pool PMI Insurer, the related Pool PMI Insurance Premium for such Distribution Date. (d) The Trustee shall deposit into the Certificate Distribution Account on the day on which, or, if such day is not a Business Day, the Servicer provides Business Day immediately following the day on which, any payments or distributions are received by the Trustee with respect to the Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that Cap Agreement, all such alternative remittance schedule will not result in the qualification, reduction or withdrawal of the rating then assigned to any Class of Notesamounts.

Collections. (a) Except as otherwise provided in this Agreement, the The Servicer shall remit daily to the Collection Account all payments amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by or on behalf of the Obligors Servicer on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) including Liquidation Proceeds and all Net Liquidation Proceeds within two amounts received by the Servicer 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 Days Day after receipt thereof. Notwithstanding the foregoingsuch 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 (the “Monthly Remittance Conditions are satisfiedCondition”), the Servicer shall not be required to may remit any such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related amounts received during any Collection Period to the Collection Account in immediately available funds. Commencing with funds on the first day of Business Day preceding the first Distribution Date following such Collection Period (it being understood that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and for so long as any Monthly Remittance Condition is not satisfied, all collections then held amounts received by the Servicer 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 be immediately deposited into 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 all future collections 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 all Net Liquidation Proceeds the Indenture Trustee shall not be remitted deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except unless the Owner Trustee or the Indenture Trustee, as otherwise provided in this Agreementapplicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer shall deposit all Payments Ahead in an Officer’s Certificate or written notice of such event or circumstance from the Collection Account within two Business Days after receipt thereofHolders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii)as applicable, has actual knowledge of such event or circumstance. Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the The Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with on 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 Closing Date all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held amounts received by the Servicer shall be immediately deposited into on or in respect of the Payahead Account Receivables (including Liquidation Proceeds and all future Payments Ahead shall be remitted amounts received by the Servicer to in connection with the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee repossession and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing sale of a failed Monthly Remittance ConditionFinanced Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) as soon as practical after during the occurrence thereof. Notwithstanding period from but excluding the failure of any Monthly Remittance Condition, Cutoff Date to and including the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be second Business Day preceding 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 withdrawal of the rating then assigned to any Class of NotesClosing Date.

Collections. (a) Except as otherwise provided in this AgreementThe Servicer shall, the Servicer and shall cause any subservicer to, remit daily within two Business Days of receipt thereof to the Collection Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereofProceeds, both as collected during the Collection Period. Notwithstanding the foregoing, for so long as: (i) NH Credit remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) prior to ceasing remittances as described in the Monthly Remittance Conditions preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are satisfiedcomplied with), the Servicer shall not be required to remit such collections with respect 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 Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account on the Transfer Date immediately following the end of such Collection Period. For purposes of this Article V, the phrase “payments by or on behalf of the Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. On any Payment Date with respect to which the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in immediately available funds. Commencing its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay to the Backup Servicer, in its capacity as Successor Servicer, the sum of any accrued amounts expended by such Successor Servicer in connection with the first day liquidation of any Liquidated Receivables, but solely to the first extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer pursuant to this Section 5.3; provided that, the amount that such Successor Servicer may withdraw from the Collection Account pursuant to this Section 5.3 on any Payment Date shall not exceed the aggregate amount of Liquidation Proceeds collected during the related 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 and all Net Liquidation Proceeds prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized made 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 withdrawal of the rating then assigned to any Class of Notesdistributions under Section 5.6.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables Collections (other thanthan payments on Repurchased Receivables) not later than the second Business Day after identification thereof; provided, in the case of Precomputed Receivableshowever, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as that if the Monthly Remittance Conditions are Condition is satisfied, then the Servicer shall not be required to remit such collections to deposit into the Collection Account on an amount equal to the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, Collections received during the related Collection Period until the Business Day before each Payment 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 fundsDistribution Date. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any The “Monthly Remittance Condition ceases Condition” shall be deemed to be satisfied if (i) NMAC is the Servicer and for (ii) NMAC’s short-term unsecured debt obligations are rated at least “P-1” by Moody’s and at least “A-1” by S&P (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 Moody’s and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions S&P are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(iRating Agencies). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any the Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are is not satisfied, all Payments Ahead Collections then held by the Servicer shall be immediately deposited into the Payahead Collection Account and all future Payments Ahead Collections on or in respect of the Receivables (other than payments on Repurchased Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Payahead Collection Account within two not later than the second Business Days Day after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence identification thereof. Notwithstanding the failure of any Monthly Remittance Conditionforegoing, the Servicer may utilize an alternative collection or Payment Ahead remit Collections to the Collection Account on any other alternate remittance schedule (which but not later than the related Distribution Date) if the Rating Agency Condition is satisfied with respect to such alternate remittance schedule. Pending deposit into the Collection Account, Collections may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Condition), if commingled and used by the Servicer provides at its own risk and are not required to the Owner Trustee and Indenture Trustee written confirmation be segregated from each Rating Agency that such alternative remittance schedule will not result in the qualification, reduction or withdrawal of the rating then assigned to any Class of Notesits own funds.

Collections. (a) Except Lender shall have the exclusive right to receive all Collections on all Receivables. Borrower shall (i) promptly notify, transfer and deliver to Lender all Collections Borrower receives for deposit into the Collection Account, (ii) deliver to Lender a detailed cash receipts journal on Friday of each week until the Lockbox is operational, and (iii) continue to be party to a collection services agreement acceptable to Lender (the “Lockbox Agreement”) pursuant to which all Collections received in the Lockbox shall be deposited into the Collection Account. Borrower shall use the Lockbox address as otherwise provided in this Agreementthe remit to and payment address for all of Borrower’s Collections from Account Debtors, and Borrower shall instruct all Account Debtors to make payments either directly to the Servicer shall remit daily Lockbox for deposit by Lender directly to the Collection Account all Account, or instruct them to deliver such payments received to Lender by wire transfer, ACH, or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, means as Lender may direct for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections deposit to the Lockbox or Collection Account on the foregoing daily basis but Account. (b) Lender shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit transfer all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately Collections deposited into the Collection Account and all future collections on or in respect to B▇▇▇▇▇▇▇’s account within three business days of the Receivables date received; provided that upon the occurrence and during the continuance of any Default, Lender may apply all Net Liquidation Proceeds Collections to the Obligations in such order and manner as Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender does not receive good funds for any reason, any amount previously transferred to Borrower’s Account or applied to the Account Balance shall be remitted by reversed as of the Servicer date transferred or applied, as applicable, and, if applied to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this AgreementBalance, the Servicer Finance Charge will accrue as if the Collections had not been so applied. Lender shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereofhave, which Payments Ahead shall be transferred with respect to any goods related to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfiedReceivables, all Payments Ahead then held by the Servicer shall be immediately deposited into rights and remedies of an unpaid seller under the Payahead Account UCC and all future Payments Ahead shall be remitted by other applicable law, including the Servicer rights of replevin, claim and delivery, reclamation and stoppage in transit, in each case, subject to the Payahead Account within two Business Days after receipt thereofapplicable law. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except Pursuant to the Indenture, the Trustee has established the Servicing Account. The Servicer shall make deposits to and transfers from the Servicing Account, and shall be entitled to make withdrawals therefrom, as otherwise provided in this Agreement, the . The Servicer shall remit daily to the Collection Servicing Account all payments received by or on behalf of the Obligors on or in respect of the Receivables Leases (other thanthan amounts constituting Administrative Fees), all Residual Realizations and all Liquidation Proceeds (including (1) proceeds of Insurance Policies to be treated as such in accordance with Section 3.4 and (2) deficiency amounts paid by the Servicer with respect to the disposition of Equipment to be treated as such in accordance with the last paragraph of Section 3.3) received by the Servicer, in each case, as soon as practicable, but in no event later than the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two second Business Days Day after receipt thereof. Notwithstanding Within three Business Days after the foregoing, for so long as the Monthly Remittance Conditions are satisfieddeposit of such payments and proceeds therein, the Servicer shall not be required transfer all amounts credited to remit the Servicing Account on account of such collections payments and proceeds (i) to the extent they constitute Pledged Revenues, 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 Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period and (ii) to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfiedextent they represent Residual Realizations, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii)Residual Account. Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior acceptable to the failure of such Monthly Remittance Condition), Servicer 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 downgrading or withdrawal by the Rating Agency of the rating then assigned to the Notes. Amounts from time to time in the Servicing Account shall be invested in accordance with Section 8.07 of the Indenture, and the Servicer shall be entitled to any Class earnings on such investments as additional servicing compensation hereunder. In the event of Notesany losses on such investments, the Servicer shall deposit in the Servicing Account the amount thereof, net of any earnings otherwise distributable to the Servicer. (b) The Servicer shall remit to the Collection Account (i) no later than the second Business Day prior to a Payment Date, that portion of any Purchase Amount relating to the Required Payoff Amount received by the Servicer upon the repurchase by Vendor Services of any Lease pursuant to Section 2.6, and (ii) that portion of the amount paid by the Contributor to repurchase the Leases pursuant to Section 5.1 as is required to be deposited in the Collection Account pursuant to such Section. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Servicing Account or the Collection Account with respect to a Collection Period for amounts previously deposited in the Servicing Account or the Collection Account but later determined by the Servicer in good faith to (i) have resulted from mistaken deposits or postings or checks returned for insufficient funds, or (ii) be required to be repaid to an Obligor. The amount to be reimbursed hereunder may be retained pursuant to Section 4.4 at any time or may otherwise be paid to the Servicer on the related Payment Date pursuant to Section 8.03(i) of the Indenture upon certification by the Servicer of such amounts and the provision of such information to the Trustee as may be necessary to verify the accuracy of such certification.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes. [In the event that any class of Notes is issued with a Revolving Period, Collections designated for payment of principal on such class of Notes shall be deposited in an account established by the Servicer pursuant to Section 5.1 for the purpose of purchase of additional Receivables.]

Collections. (a) Except as otherwise provided in this Agreement, the The Master Servicer shall remit daily provide each Servicer with such instructions as are necessary to permit the Collection Account transfer by wire transfer in immediately available funds of all payments received by or amounts on behalf of the Obligors on or in respect of the Receivables (other than, deposit in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such Custodial Accounts which constitute collections to the Collection Account on the foregoing daily basis but Servicer Remittance Date specified in the related Servicing Agreement. (b) On or prior to each Master Servicer Remittance Date, the Master Servicer shall determine the Interest Remittance Amount, the Principal Remittance Amount, the Principal Distribution Amount, the Total Distribution Amount, the Swap Payment Amount, the Indenture Trustee Fee, the Owner Trustee Fee and the Custodian Fee, in each case for the related Payment Date. For purposes of this Section 6.04 and Section 6.08, with respect to any Payment Date, in determining the amount received by the Issuer from any Rate Protection Provider or from the Underlying Securities, the Master Servicer shall be entitled to retain rely conclusively on the accuracy of the information provided to it by any Rate Protection Provider or by the Indenture Trustee, as applicable, and the Master Servicer shall not be obligated to verify, recompute, reconcile or recalculate any such collectionsamount. (c) On each Master Servicer Remittance Date, without segregation from its other funds, until the Business Day before each Payment Date at which time the Master Servicer shall remit all such collections in respect of the Total Distribution Amount for the related Collection Period Payment Date, exclusive of any amounts received with respect to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which related Payment Date under 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 Rate Protection Agreement or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead Underlying Securities that have not been deposited in the Collection Account within two Business Days after receipt thereofAccount, which Payments Ahead shall be transferred to the Payahead Account pursuant Note Distribution Account. Prior to Section 5.06(a)(ii). Notwithstanding disbursing the foregoing, so long as all Monthly Remittance Conditions are satisfiedTotal Distribution Amount, the Servicer will not be required to deposit Payments Ahead Indenture Trustee shall withdraw from the Note Distribution Account on each Payment Date and pay, solely from and in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day reduction of the first Collection Period that begins at least two Business Days after Interest Remittance Amount, (i) to itself, the day on which any Monthly Remittance Condition ceases Indenture Trustee Fee for such Payment Date, (ii) to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Owner Trustee Fee for such Payment Date and (iii) to the Custodian, the Custodian Fee for such Payment Date. (d) [Reserved] (e) The Indenture Trustee and each Rating Agency written notice of shall deposit into the failure Note Distribution Account on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any payments or distributions are received by the Indenture Trustee with respect to any Rate Protection Agreement or Underlying Securities, all such amounts. (f) Immediately following the purchase or early termination of any Monthly Remittance Condition (Underlying Securities pursuant to the related Underlying Agreement and any subsequent curing receipt of a failed Monthly Remittance Condition) as soon as practical after the occurrence amounts in respect thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be Indenture Trustee shall transfer the remittance schedule previously utilized prior to the failure aggregate of such Monthly Remittance Condition), if amounts into 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 withdrawal of the rating then assigned to any Class of NotesNote Distribution Account.

Collections. (a) Except as otherwise provided in this AgreementSubject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit daily to the Collection Deposit Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables (other thanthan Purchased Receivables and not including Fixed Value Payments), in all Liquidation Proceeds collected during the case related Collection Period, prior to 11:00 A.M. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of Precomputed Receivablesthe commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments constituting Payments Ahead) by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Net Liquidation Proceeds within two Business Days after of receipt thereof. The commingling conditions are as follows: (i) DCS must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) DaimlerChrysler North America Holding Corporation must maintain a short-term rating of at least "A-1" by Standard & Poor's and "P-1" by Moody's or (y) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the foregoingcontrary, for so long as DCS is the Monthly Remittance Conditions are satisfiedServicer, DCS may withhold from the deposit into the Deposit Account any amounts indicated on the related Servicer's Certificate as being due and payable to DCS or the Seller and pay such amounts directly to DCS or the Seller, as applicable. For purposes of this Article V, the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. In the event the commingling conditions cease to be met, the Servicer shall not be required to remit such make daily remittance of 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 Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Deposit Account within two Business Days after of receipt thereof; provided however, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two daily remittance may commence no later than five Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day following a reduction of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held DaimlerChrysler North America Holding Corporation's short-term ratings below "A-1" by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted Standard & Poor's or "P-1" by the Servicer to the Payahead Account within two Business Days after receipt thereofMoody's. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. The Borrower and the Seller shall cause, either directly or by causing the Servicer or another Person to cause: (a1) Except as otherwise provided in subject to the terms of the Lease Administration Agreement, all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times, to the Lease Administration Agreement. If any Lock-Boxes or Collection Accounts are established or changed after the date of this Agreement, the Servicer shall remit daily Borrower will provide to the Administrative Agent, substantially contemporaneously with the proposed effective date therefor, (i) written notice of such addition or change, and (ii) a joinder or amendment to the Lease Administration Agreement with respect to any new Lock‑Box or Collection Account. In the event any payments relating to the Collateral are remitted directly to the Borrower or any Affiliate of the Borrower, such Person will remit (or will cause all such payments to be remitted) directly to a Collection Bank for deposit into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, such Person will itself hold or, if applicable, will cause such payments received by or on behalf to be held in trust for the exclusive benefit of the Obligors on Administrative Agent and the Lenders. The related Collection Bank will maintain exclusive dominion and control (subject to the terms of this Agreement and the Lease Administration Agreement) of each Lock-Box and Collection Account and shall not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except, subject to the terms of the Lease Administration Agreement, to the Administrative Agent as contemplated by this Agreement and the Security Agreement; provided, however, that nothing herein shall be deemed to preclude the Borrower from granting the Servicer access to the Lock-Boxes and Collection Accounts, or the ability to direct disposition of the funds held therein, for purposes consistent with the terms of the Railcar Management Agreement and this Agreement prior to occurrence of an Early Amortization Event or a Servicer Replacement Event. Borrower shall take all necessary action to ensure any payments deposited into a Collection Account in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions Collateral are satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Cash Collateral Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing accordance with the first day terms of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereofLease Administration Agreement. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. The Seller shall instruct all Obligors, or cause the Originators to instruct, all Obligors to pay all Collections directly to a segregated lock-box or other Collection Account listed on Exhibit III, each of which is subject to a Collection Account Agreement. In the case of payments remitted to any such lock-box, the Seller shall cause all proceeds from such lock-box to be deposited directly by a Collection Bank into a Collection Account listed on Exhibit III, which is subject to a Collection Account Agreement. The Seller shall maintain exclusive dominion and control (a) Except as otherwise provided in subject to the terms of this Agreement) to each such Collection Account. In the case of any Collections received by the Seller or any Originator, the Servicer Seller shall remit daily (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 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 Collection Account all payments received by or on behalf satisfaction of the Obligors on Servicer, to not constitute Collections or in respect other proceeds of the Receivables (other than, in or the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfiedRelated Security, the Servicer Seller shall not be required to promptly remit such collections items to the Collection Account on Person identified to it as being the foregoing daily basis but shall be entitled owner of such remittances. From and after the date the Administrative Agent (at the direction of any Co-Agent) delivers to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect any of the related Collection Period to the Banks a Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account Notice pursuant to Section 5.06(a)(ii)6.3, any Agent may request that the Seller, and the Seller thereupon promptly shall and shall direct the Originators to, direct all Obligors on Receivables to remit all payments thereon to a new depositary account (the “New Concentration Account”) specified by the Administrative Agent and, at all times thereafter the Seller shall not deposit or otherwise credit, and shall not permit any Originator or any other Person to deposit or otherwise credit to the New Concentration Account any cash or payment item other than Collections. Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfiedAlternatively, the Servicer will not be required Administrative Agent may request that the Seller, and the Seller thereupon promptly shall, direct all Persons then making remittances to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the any Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day listed on Exhibit III which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions remittances are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer payments on Receivables to the Payahead Account within two Business Days after receipt thereofdeliver such remittances to a location other than an account listed on Exhibit III. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. TRANSFERS TO PAYAHEAD ACCOUNT; REALIZATION UPON POLICY; NET DEPOSITS; TRANSFERS TO PAYMENT ACCOUNT. (a) Except as otherwise provided in Subject to the last sentence of this AgreementSection 4.02(a), the Servicer shall remit daily to the Collection Account or credit all payments received on a daily basis, within two Business Days of receipt, by or on behalf of the Obligors on or in respect of the Receivables (other thanContracts, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding and Net Insurance Proceeds and other monies as required to the foregoingCollection Account; provided, for so long as however, that if the Monthly Remittance Conditions are Condition is satisfied, then the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited deposit into the Collection Account and all future collections an amount equal to the Collections received during any Collection Period until noon, New York City time, on or in respect of the Receivables and all Net Liquidation Proceeds Business Day prior to the following Distribution Date. The “Monthly Remittance Condition” shall be remitted by deemed to be satisfied if (i) Onyx or one of its Affiliates is the Servicer, (ii) no Servicer Default has occurred and is continuing and (iii) Capital One Financial Corporation has a short-term debt rating of at least “Prime-1” from Moody’s and “A-1” from Standard & Poor’s. Prior to the Servicer Report Date, amounts with respect to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as Precomputed Contracts which are otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead be deposited in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead or credited to the Collection Account pursuant to Section 5.06(a)(i). 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 immediately preceding sentence shall instead be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer in or credited to the Payahead Account within two Business Days after receipt thereofto the extent that such amounts are installments of Monthly P&I which are due in a Collection Period relating to a Distribution Date subsequent to the Distribution Date immediately succeeding the date of receipt. The Servicer or Onyx, in its individual capacity, as the case may be, each shall remit or credit to the Collection Account each Purchase Amount to be remitted by it with respect to Purchased Contracts on the date and time specified in (i) Section 2.03, in the case of Onyx, in its individual capacity and (ii) Section 3.06, in the case of the Servicer. (b) On the Servicer Report Date, the Servicer shall determine the Insured Payment, if any, which exists with respect to the related Distribution Date and submit a Distribution Date Statement pursuant to Section 3.08. (c) The Indenture Trustee shall, no later than 12:00 p.m., New York City time, on the third Business Day prior to each Distribution Date (based solely on the information contained in the Distribution Date Statement, delivered on the applicable Servicer Report Date), make a claim under the Policy for the Insured Payment, if any, for such Distribution Date by delivering to the Fiscal Agent, with a copy to the Insurer, the Trust Agent and the Servicer, by hand delivery, telex or facsimile transmission, a written notice (a “Deficiency Notice”) specifying the Insured Payment, if any, for such Distribution Date, separately identifying the amount of the Insured Payment payable in respect of each Class of Notes. Each Deficiency Notice shall give direct the Owner TrusteeInsurer to remit such Insured Payment to the Indenture Trustee for deposit in the Payment Account. In making any such claim, the Indenture Trustee shall comply with all the terms and each Rating Agency written notice conditions of the failure Policy. Upon receipt of any Monthly Remittance Condition the Insured Payment, the Indenture Trustee shall apply the portion thereof, if any, representing the Deficiency Amount with respect to a Distribution Date as provided in Section 4.03. Any amounts received by the Indenture Trustee under the Policy that represent Preference Amounts shall be paid, in accordance with the Policy, to the applicable Noteholder(s). (and any subsequent curing of a failed Monthly Remittance Conditiond) So long as soon as practical after Onyx is the occurrence thereof. Notwithstanding the failure of any Monthly Remittance ConditionServicer, the Servicer may utilize an alternative collection make deposits in or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior credits to the failure Collection Account net of such Monthly Remittance Condition), if amounts to be paid to the Servicer provides under this Agreement. Notwithstanding the foregoing, the Servicer shall maintain the records and accounts for such deposits and credits on a gross basis. (e) On the Business Day immediately preceding each Distribution Date, based solely on the Distribution Date Statement, the Servicer shall cause funds equal to the Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that amount of Net Collections available with respect to such alternative remittance schedule will not result Distribution Date on deposit in the qualification, reduction or withdrawal of Collection Account to be withdrawn from the rating then assigned Collection Account and deposited into the Payment Account to any Class of Notesbe distributed pursuant to Section 4.03.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer Obligors shall remit daily have been instructed to the Collection Account make all payments received by or on behalf of the Obligors on or in respect of the Receivables (other thanto one of the Collection Accounts. Each of the Company and the Master Servicer represents, warrants and agrees that all Collections shall be collected, processed and deposited by it pursuant to, and in accordance with the case terms of, the Pooling and Servicing Agreements. Without limiting the generality of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Master Servicer shall not comply with the provisions of subsection 3.01(d) of the Pooling Agreement as to remittance ------------------ of funds available in any Collection Account or Master Collection Account. All Collections in the Collection Accounts or Master Collection Accounts shall be required to remit such collections transferred to the Collection Account applicable Company Concentration Accounts by no later than 12:30 p.m. London time on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the next Business Day before each Payment Date at which time following the Servicer shall remit all such collections day of receipt of Collections in the Collection Accounts. In the event that any payments in respect of the related Collection Period any Receivable are made directly to the Collection Master Servicer or any Local Servicer, the Master Servicer or the Local Servicer shall, within one (1) Business Day of receipt thereof, deliver or deposit such amounts to the appropriate currency Company Concentration Account in immediately available funds. Commencing with and, prior to forwarding such amounts, the first day Master Servicer or the Local Servicer shall hold such payments on behalf 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 and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereofCompany. (b) Except as otherwise provided in this Agreement, the The Master Servicer shall administer amounts on deposit all Payments Ahead in the Collection Accounts and the Master Collection Accounts in accordance with the terms hereof and in the Pooling and Servicing Agreements. The Trustee (at the direction of the Master Servicer) shall administer amounts on deposit in the Company Concentration Accounts in accordance with the terms of the Pooling and Servicing Agreements. Each of the Company and the Master Servicer acknowledges and agrees that (i) it shall not have any right to withdraw any funds on deposit in any Collection Account and the Master Collection Account except pursuant to the terms hereof and the Pooling and Servicing Agreements and (ii) all amounts deposited in any Company Concentration Account shall be under the sole dominion and control of the Trustee (in each case pursuant to the security interest granted by the Company under the Pooling Agreement), subject to the Master Servicer's rights to direct the applications and transfers of any such amounts as provided by the terms of any Pooling and Servicing Agreements, such directions to be included in the Daily Report. (c) If the Collections received in respect of a Receivable that is not set forth in a Daily Report can be identified by the Master Servicer within two five (5) Local Business Days after receipt thereofof receipt, the Master Servicer shall send written notice to the Trustee identifying such Receivable and setting forth the amount of Collections attributable to such Receivable. If the Trustee shall have received such written notice within five (5) Local Business Days of the Local Business Day on which Payments Ahead such Collections have been deposited into a Collection Account, such Collections shall be transferred to the Payahead relevant Company Receipts Account pursuant by the Trustee. If the Collections received with respect to an Excluded Receivable can be identified by the Master Servicer immediately upon receipt of such Collections in any Collection Account, such Collections may be transferred to the relevant Company Receipts Account by the Trustee in accordance with the Daily Report, such transfers to be made in accordance with Section 5.06(a)(ii)3.01(d)(vii) of the Pooling Agreement. Notwithstanding If the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will Collections with respect to such Excluded Receivable cannot be required immediately identified by the Master Servicer upon receipt, such Collections shall be allocated as set forth in subsections 3.01(d), 3.01(e), 3.01(f), ------------------- ------- ------- 3.01(g) and 3.01(h) of the Pooling Agreement, as applicable. ------- ------- (d) The Master Servicer hereby agrees that if the Master Servicer can attribute a Collection to deposit Payments Ahead a specific Obligor and a specific Receivable, then such collection shall be applied to pay such Receivable of such Obligor; provided, however, that if the Master Servicer cannot attribute a -------- ------- Collection to a specific Receivable, then such Collection shall be applied to pay the Receivables of such Obligor in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain order of maturity of such Payments AheadReceivables, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing beginning with the first day Receivable that has been outstanding the longest period of time and ending with the first Collection Period Receivable that begins at least two Business Days after has been outstanding the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereofshortest period of time. (ce) The Master Servicer shall give procure the Owner TrusteeForward Rates from the FX Counterparty or the Funding Agent in order to prepare the Daily Report and the Monthly Settlement Report and the Company shall procure the Spot Rates from the FX Counterparty or the Funding Agent in order to make the distributions from the Series Concentration Accounts set forth in Sections 3.01(d), the Indenture Trustee (e), (f), (g) and each Rating Agency written notice (h) of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of NotesPooling Agreement.

Collections. (a) Except as otherwise provided in this Agreement, the The Servicer shall remit daily within two Business Days of receipt thereof to the Collection Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables (other than, in the case of Precomputed than Purchased Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereofProceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Monthly Remittance Conditions Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are satisfiedrated at least “A-1” by Standard & Poor’s and “Prime-1” by Moody’s and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are 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 (iv) of the preceding sentence is not satisfied, then the Servicer shall not be required 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 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 Payment 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 fundsimmediately. 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 Pending deposit thereof into the Collection Account Account, the Servicer may use or invest collections at its own risk and all future 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 or in behalf of Obligors” shall mean payments made with respect of to the Receivables and all Net Liquidation Proceeds shall be remitted by Persons other than the Servicer to or the Collection Account on a daily basis within two Business Days after receipt thereofDepositor. (b) Except as otherwise provided in this Agreement, the The Servicer shall will be entitled to be reimbursed from amounts on deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred with respect to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all a Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead Period for amounts previously deposited in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted 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 Payahead Account within two Business Days after receipt thereof. (cServicer on the related Distribution Date pursuant to Section 5.6(a)(i) The upon certification by the Servicer shall give of such amounts and the Owner Trustee, provision of such information to the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of NotesTrustee.

Collections. (a) Except as otherwise provided in this AgreementThe Servicer shall, the Servicer and shall cause any subservicer to, remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds Proceeds, both as collected during the Collection Period, and in either case within two Business Days after receipt thereofof the date that the Servicer has identified and posted such amounts (which the Servicer shall use its reasonable best efforts to do promptly) to the Servicer’s computer system (the “Posted Date”). Notwithstanding the foregoing, for so long as: (i) NH Credit remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) prior to ceasing remittances as described in the Monthly Remittance Conditions preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are satisfiedcomplied with), the Servicer shall not be required to remit such collections with respect 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 Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account on the Transfer Date immediately following the end of such Collection Period. For purposes of this Article V, the phrase “payments by or on behalf of the Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. [On any Payment Date with respect to which the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in immediately available funds. Commencing its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay to the Backup Servicer, in its capacity as Successor Servicer, the sum of any accrued amounts expended by such Successor Servicer in connection with the first day liquidation of any Liquidated Receivables, but solely to the first extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer pursuant to this Section 5.3; provided that, the amount that such Successor Servicer may withdraw from the Collection Account pursuant to this Section 5.3 on any Payment Date shall not exceed the aggregate amount of Liquidation Proceeds collected during the related 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 and all Net Liquidation Proceeds prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized made 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 withdrawal of the rating then assigned to any Class of Notesdistributions under Section 5.6.]

Collections. (a) Except as otherwise provided in this AgreementLOCK-BOX ACCOUNT AND RELATED BANK ACCOUNTS Any amounts received by the Servicer, the Servicer shall remit daily to the Collection Account including all payments received by or on behalf of the Obligors on or (other than Purchased Receivables), all Liquidation Proceeds, Insurance Proceeds and other Recoveries, all as collected during the Collection Period in respect of a Receivable being serviced by the Servicer, shall be remitted to the Lock-Box Account as soon as practicable, but in no event later than the close of business on the Business Day after receipt thereof by the Servicer. The Servicer shall maintain the Lock-Box Account and shall collect and hold in trust (for the benefit of the Trust) in such account all funds received on account of the Obligors until such funds are transferred to the Trustee or in accordance with its instructions. On a daily basis the posted balance (in excess of $2,000) related to the Receivables (other than, in the case Lock-Box Account shall be transferred by wire transfer to the Trustee. Such funds shall not be commingled with the funds of Precomputed any other person; provided that there may be deposited in the Lock-Box Account moneys collected on other motor vehicle installment sales contracts originated by Aegis Finance and its affiliates. The Servicer shall be responsible for all charges with respect to the Lock-Box Account and, insofar as such charges relate to the Receivables, payments constituting Payments Aheadshall be reimbursed in accordance with the instructions set forth in the Monthly Servicer Certificate. The Servicer shall provide written notice to the Trustee of the location and account number of the Lock-Box Accounts promptly after establishing or changing the same. Wells Fargo Bank, N.A. will serve as the initial Loc▇-▇▇▇ Account Depository with respect to the Receivables. The Servicer shall provide thirty (30) and days' prior notice to the Trustee of its appointment of a successor Lock-Box Account Depository, which such successor Lock-Box Account Depository shall be an Eligible Institution. The Servicer shall deposit into the Lock-Box Account all Net Liquidation Proceeds amounts (including late payments) remitted by Obligors to the Servicer under the terms of the Receivables within two one (1) Business Days Day after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the The Servicer shall not be required provide the Lock-Box Account Depository with a report providing instructions related to remit such collections distributions of funds from the Lock-Box Account 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 Payment 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 fundsAccount. 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 and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the The Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead the aggregate Purchase Amount with respect to Purchased Receivables. All such deposits shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead made in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other Automated Clearinghouse Corporation next-day funds or immediately available funds, until such time as on the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after Day following receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, Such Seller Party shall direct each applicable ----------- Torchmark Entity to remit all Collections received by such Torchmark Entity directly to the Servicer shall remit daily to for the Collection Account all payments received benefit of the Agent and the Purchasers. Immediately upon receipt by any Torchmark Entity of any premium payable by or on behalf of the Obligors on Policy Holder or any other Person in respect of the Receivables (other thanInsurance Product that shall have given rise to any Receivable, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer Torchmark Entity shall be required to remit Applied Payments Ahead to the Collection Account pursuant Servicer an amount calculated in reference thereto that, in the ordinary course of business and in accordance with its customary practice, is then payable as a commission in respect of such Insurance Product to Section 5.06(a)(i)the Obligor on such Receivable and which but for the existence of such Receivable would be remitted to such Obligor. Commencing with In the first day event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller shall remit (or shall cause all such payments to be remitted) directly to the Servicer, and at all times prior to such remittance, Seller shall itself hold or, if applicable, shall cause such payments to be held in trust for the exclusive benefit of the first Collection Period that begins at least two Business Days after Agent and the day on Purchasers. Seller shall maintain exclusive ownership, dominion and control (subject to the terms of this Agreement) of each deposit account in which any Monthly Remittance Condition ceases Collections are held and shall not grant the right to take dominion and control of any such account except to the Agent on the demand of the Agent. At any time following the occurrence of an Amortization Event, the Agent may, at Seller's sole cost and expense, direct Seller to notify, or to cause AIL to notify, the Obligors (including Obligors that are guarantors) of Receivables and all Policy Holders owing premiums in respect of which any Receivables shall have arisen of the ownership interests of the Agent and the Purchasers under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables or Related Security be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held made directly to the Agent (or its respective designee) or to a lockbox or collection account designated by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereofAgent. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "Wells Fargo Bank, National Association, as otherwise Master Servicer for LaSalle ▇▇▇▇ National Association, as Trustee for the Holders of Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-T▇▇▇▇▇▇ Certificates, Series 2005-TOP18" (the "Certificate Account"). On or prior to the 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 "Wells Fargo Bank, National Association, as Master Servicer for LaSalle ▇▇▇▇ National Association, as Trustee for the Holders of Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-T▇▇▇▇▇▇ Certificates, Series 2005-TOP18" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) On the Closing Date, the Master Servicer shall remit daily deposit the Initial Deposit delivered to it by the Collection Depositor on that date into the Certificate Account. The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account all payments received by or on behalf of the Obligors on or in respect of the Receivables Business Day following receipt (other thanor, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required an inadvertent failure to remit make such collections to the Collection Account deposit 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 Payment Date at which time following receipt, within 3 Business Days of discovery of such failure and in the Servicer shall remit all such collections in respect case of unscheduled remittances of principal or interest, on the Business Day following identification of the related Collection Period proper application of such amounts), the following amounts received by it (including amounts remitted to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held Master Servicer by the Special Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead from an REO Account pursuant to Section 5.06(a)(ii9.14). Notwithstanding , other than in respect of interest and principal on the foregoingMortgage Loans, so long as all Monthly Remittance Conditions are satisfied, any Serviced Companion Mortgage Loan or any B Note due on or before the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on Cut-Off Date which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Servicer Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the Owner Trustee, the Indenture Trustee and each Rating Agency written notice applicable holder of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Conditionexcess servicing rights), 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 withdrawal of the rating then assigned to any Class of Notes.):

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables Collections (other thanthan payments on Repurchased Receivables) not later than the second Business Day after identification thereof; provided, in the case of Precomputed Receivableshowever, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as that if the Monthly Remittance Conditions are Condition is satisfied, then the Servicer shall not be required to remit such collections to deposit into the Collection Account on an amount equal to the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, Collections received during the related Collection Period until the Business Day before each Payment Date at which time Distribution Date. The “Monthly Remittance Condition” shall be deemed to be satisfied if (i) NMAC is the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available fundsand (ii) NMAC’s short-term unsecured debt obligations are rated [at least “F2” by Fitch[,] [and]] [at least “P-1” by ▇▇▇▇▇’▇] [and at least “A-1” by S&P]. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any the Monthly Remittance Condition is not satisfied, all collections Collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections Collections on or in respect of the Receivables (other than payments on Repurchased Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two not later than the second Business Days Day after receipt identification thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to may remit Applied Payments Ahead Collections to the Collection Account pursuant on any other alternate remittance schedule (but not later than the related Distribution Date) if the Rating Agency Condition is satisfied with respect to Section 5.06(a)(i)such alternate remittance schedule. Commencing with Pending deposit into 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 Account, Collections may be satisfied commingled and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held used by the Servicer shall at its own risk and are not required to be immediately deposited segregated from its own funds. 41 (NAROT 20[ ]-[ ] Sale and Servicing Agreement) (b) [The Indenture Trustee will promptly, on the date of receipt, deposit into the Payahead Collection Account and all future Payments Ahead shall be remitted Net [Swap][Cap] Receipts received by it under the Servicer to the Payahead Account within two Business Days after receipt thereofInterest Rate [Swap][Cap] Agreement in immediately available funds. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.]

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily Each Grantor agrees promptly to notify and direct each Account Debtor and every other Person obligated to make payments with respect to the Accounts Receivable or Inventory to make all such payments directly to a Collection Deposit Account or the applicable Cash Concentration Account (subject to the proviso in the following sentence). Each Grantor shall use all reasonable efforts to cause each Account Debtor and every other Person identified in the preceding sentence to make all payments received by or on behalf of the Obligors on or in with respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections to the Accounts Receivable or Inventory either directly to a Collection Deposit Account on the foregoing daily basis but or a Cash Concentration Account; provided that Credit Card Payments shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period made directly to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereofCash Concentration Account. (b) Except as otherwise provided in this AgreementIn the event that a Grantor directly receives any Daily Receipts, notwithstanding the Servicer shall deposit all Payments Ahead in arrangements for payment directly into the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account Deposit Accounts pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing5.02, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but such remittances shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as held for the Servicer benefit of the Collateral Agent and the Secured Parties and shall be required to remit Applied Payments Ahead segregated from other funds of such Grantor, subject to the Collection Account pursuant to Section 5.06(a)(i). 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 Security Interest granted hereby, and such Grantor shall cause such remittances and payments to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead a Collection Deposit Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days or a Cash Concentration Account, as applicable, as soon as practicable after such Grantor’s receipt thereof. (c) The Servicer shall give Without the Owner Trustee, the Indenture Trustee and each Rating Agency prior written notice consent of the failure Collateral Agent, no Grantor shall, under any circumstances whatsoever, change the general instructions given to Account Debtors and other Persons obligated to make payments with respect to the Accounts Receivable or Inventory regarding the deposit of any Monthly Remittance Condition (payments with respect to the Accounts Receivable or Inventory in a Collection Deposit Account or a Cash Concentration Account, as applicable. Each Grantor shall, and any subsequent curing the Collateral Agent hereby authorizes each Grantor to, enforce and collect all amounts owing with respect to the Accounts Receivable or Inventory for the benefit and on behalf of a failed Monthly Remittance Condition) as soon as practical after the Collateral Agent and the other Secured Parties; provided, however, that such privilege may at the option of the Collateral Agent be terminated upon the occurrence thereof. Notwithstanding and during the failure continuance of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to the failure Event 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 withdrawal of the rating then assigned to any Class of NotesDefault.

Collections. (a) Except as otherwise provided in this Agreement, The Indenture Trustee shall review the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held Servicer's Certificate prepared by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect upon receipt thereof pursuant to Section 8.02 of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereofTrust Agreement. (b) Except as otherwise provided in this AgreementFor any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 8.04(a) (i) through (viii), the Indenture Trustee shall withdraw or direct the Servicer shall to withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and promptly deposit all Payments Ahead such amount in the Collection Account within two Account. If such deficiency exceeds the Available Spread Amount, the Indenture Trustee shall notify the Insurer of the amount of such excess deficiency. The Indenture Trustee shall promptly (and in any event not later than 1:00 p.m., New York City time, on the Business Days after receipt thereof, which Payments Ahead shall be transferred Day preceding the Payment Date) deliver a notice for payment to the Payahead Account Insurer with respect to the Policy (a "Notice of Claim"). The Insurer is required pursuant to Section 5.06(a)(ii). Notwithstanding 9.03 and the foregoingterms of the Policy to pay the amount of such excess deficiency of Monthly Interest and Monthly Principal, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead up to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereofPolicy Amount. (c) The Servicer shall give Indenture Trustee shall, immediately upon receipt, deposit in the Owner Trustee, Collection Account any funds received by the Indenture Trustee in respect of funds drawn under the Policy from the Insurer. (d) If the Available Funds for a Payment Date are insufficient to pay current and each Rating Agency written notice of past due Insurance Premiums on the failure of Policy, or any Monthly Remittance Condition (amounts owing to the Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after expenses, plus accrued interest thereon, to the occurrence thereof. Notwithstanding the failure of any Monthly Remittance ConditionInsurer, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be shall notify the remittance schedule previously utilized prior to the failure Indenture Trustee of such Monthly Remittance Condition)deficiency, and the applicable Available Spread Amount, 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 any, then on deposit in the qualification, reduction or withdrawal of the rating then assigned Spread Account (after giving effect to any Class of Noteswithdrawal to satisfy a deficiency in Monthly Interest or Monthly Principal) shall be available to cover such deficiency.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in excluding payments on the case of Precomputed Warranty Receivables or the Administrative Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two not later than the second Business Days Day after receipt identification thereof. For purposes of this Article V, the phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions are satisfiedConditions”), the Servicer shall not be required to remit such collections to 40 (Nissan 2014-B Sale and Servicing Agreement) the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a daily basis within two Business Days after receipt thereofsubsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) Except as otherwise provided in this Agreement, The Indenture Trustee or the Servicer Owner Trustee shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required deemed to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day have knowledge of any event or circumstances under clause (iii) of the first Collection Period that begins at least two Business Days after definition of the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer shall be immediately deposited into in an Officer’s Certificate or from the Payahead Account and all future Payments Ahead shall be remitted by Holders of Notes evidencing not less than 25% in principal amount of the Servicer to Outstanding Amount of the Payahead Account within two Business Days after receipt thereofNotes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice 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 soon as practical after of the occurrence thereof. Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the failure of any foregoing, if a Monthly Remittance ConditionCondition is not satisfied, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be include the remittance schedule previously utilized prior to by the failure of such Servicer before the Monthly Remittance ConditionCondition failed to be satisfied), if the Servicer provides to the Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that Condition shall have been satisfied with respect to such alternative remittance schedule will not result in the qualification, reduction or withdrawal of the rating then assigned to any Class of Notesschedule.

Collections. Such Seller Party will cause (ai) Except as otherwise provided in this Agreementall checks representing Collections and Securitization Charge Collections to be remitted to a Lock-Box, the Servicer shall remit daily to the Collection Account (ii) all payments received by or on behalf of the Obligors on or other amounts in respect of Collections and Securitization Charge Collections to be deposited directly to a Collection Account, (iii) all proceeds from all Lock-Boxes to be deposited by the Servicer into a Collection Account, (iv) all funds in each Collection Account which is not a Specified Account to be remitted to a Specified Account as soon as is reasonably practicable and (v) each Specified Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller will remit (other thanor will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, Seller will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Administrative Agent and the Purchasers. Seller will maintain exclusive ownership, dominion and control (subject to the terms of this Agreement) of each Lock-Box and Collection Account and shall not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to the Administrative Agent as contemplated by this Agreement and the Intercreditor Agreement. Upon not less than 30 days prior written notice to the Seller and the Servicer, the Administrative Agent may, in the case of Precomputed Receivablesits reasonable discretion, payments constituting Payments Ahead) designate additional Collection Accounts as Specified Accounts and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer such Specified Accounts shall not be required to remit such collections subject to the Collection Account on requirement set forth in clause (v) above. 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 Payment Date at date which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with is 30 days after 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 satisfieda Level Three Enhancement Period, all collections then held by the Servicer Collection Accounts shall be immediately deposited into the Collection Account Specified Accounts and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds such Specified Accounts shall be remitted by the Servicer subject to the Collection Account on a daily basis within two Business Days after receipt thereofrequirement set forth in clause (v) above. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition Conditions is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of NotesNotes or the Certificates.

Collections. (a) Except as otherwise provided in this AgreementSubject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit daily to the Collection Deposit Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables (other thanthan Purchased Receivables), in all Liquidation Proceeds (including Recoveries) collected during the case related Collection Period, prior to 11:00 a.m. (New York time) on the Business Day preceding the related Payment Date. Notwithstanding the foregoing, if any of Precomputed the commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after of receipt thereof. The commingling conditions are as follows: (i) CFSA must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) CFSA must maintain a short-term rating of at least “A-1” by Standard & Poor’s and “F-1” by Fitch or (y) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the foregoingcontrary, for so long as CFSA is the Monthly Remittance Conditions are satisfiedServicer, CFSA may withhold from the deposit into the Deposit Account any amounts indicated on the related Servicer’s Certificate as being due and payable to CFSA or the Seller and pay such amounts directly to CFSA or the Seller, as applicable. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. In the event the commingling conditions cease to be met, the Servicer shall not be required to remit such make daily remittance of 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 Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Deposit Account within two Business Days after of receipt thereof; provided, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoinghowever, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two daily remittance may commence no later than five Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day following a reduction of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held CFSA’s short-term ratings below “F1” by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted Fitch or “A-1” by the Servicer to the Payahead Account within two Business Days after receipt thereofStandard & Poor’s. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this AgreementSubject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit daily to the Collection Deposit Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables (other thanthan Purchased Receivables and not including Fixed Value Payments), in all Liquidation Proceeds collected during the case related Collection Period, prior to 11:00 a.m. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of Precomputed Receivablesthe commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments constituting Payments Ahead) by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Net Liquidation Proceeds within two Business Days after of receipt thereof. The commingling conditions are as follows: (i) DCS must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) DaimlerChrysler North America Holding Corporation must maintain a short-term rating of at least "A-1" by Standard & Poor's and "P-1" by Moody's or (y) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the foregoingcontrary, for so long as DCS is the Monthly Remittance Conditions are satisfiedServicer, DCS may withhold from the deposit into the Deposit Account any amounts indicated on the related Servicer's Certificate as being due and payable to DCS or the Seller and pay such amounts directly to DCS or the Seller, as applicable. For purposes of this Article V, the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. In the event the commingling conditions cease to be met, the Servicer shall not be required to remit such make daily remittance of 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 Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Deposit Account within two Business Days after of receipt thereof; provided however, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two daily remittance may commence no later than five Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day following a reduction of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held DaimlerChrysler North America Holding Corporation's short-term ratings below "A-1" by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted Standard & Poor's or "P-1" by the Servicer to the Payahead Account within two Business Days after receipt thereofMoody's. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, the The Servicer shall remit daily to the Collection Account all payments amounts received by or on behalf of the Obligors Servicer on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) including Liquidation Proceeds and all Net Liquidation Proceeds within two amounts received by the Servicer 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 Days Day after receipt thereof. Notwithstanding the foregoingsuch receipt; provided, however, that for so long as the Monthly Remittance Conditions are Condition shall be satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall may remit all such collections amounts received on or in respect of the related Receivables during any Collection Period to the Collection Account in immediately available fundsfunds on the related Deposit Date. Commencing with the first day As of the first Closing Date, the Servicer shall make remittances to the Collection Period that begins at least two Business Days after Account on a monthly basis. Neither Trustee shall be deemed to have knowledge of any event or circumstance under clause (i) or (ii) of the day on which any definition of the term "Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held Condition" that would require daily remittances by the Servicer shall be immediately deposited into to the Collection Account and unless such Trustee has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or a Responsible Officer of such Trustee has actual knowledge of such event or circumstance. If the Servicer shall fail to satisfy the Monthly Remittance Condition, the Servicer shall remit to the Collection Account on the Closing Date all future collections amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all Net Liquidation Proceeds shall be remitted amounts received by the Servicer 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 Collection Account on a daily basis within two second Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, Day preceding the Closing Date. If the Servicer shall deposit all Payments Ahead in satisfy the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior shall remit to the failure of such Monthly Remittance Condition)Collection Account on the related Deposit Date for the initial Collection Period, if all amounts received by the Servicer provides to the Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result on or in the qualification, reduction or withdrawal respect of the rating then assigned 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 any Class and including the last day of Notesthe initial Collection Period.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in excluding payments on the case of Precomputed Warranty Receivables or the 40 (Nissan 2015-A Sale and Servicing Agreement) Administrative Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two not later than the second Business Days Day after receipt identification thereof. For purposes of this Article V, the phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions are satisfiedConditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a daily basis within two Business Days after receipt thereofsubsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) Except as otherwise provided in this Agreement, The Indenture Trustee or the Servicer Owner Trustee shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required deemed to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day have knowledge of any event or circumstances under clause (iii) of the first Collection Period that begins at least two Business Days after definition of the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer shall be immediately deposited into in an Officer’s Certificate or from the Payahead Account and all future Payments Ahead shall be remitted by Holders of Notes evidencing not less than 25% in principal amount of the Servicer to Outstanding Amount of the Payahead Account within two Business Days after receipt thereofNotes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice 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 soon as practical after of the occurrence thereofClosing Date, no such notice shall be required in connection therewith). 41 (Nissan 2015-A Sale and Servicing Agreement) (d) Notwithstanding the failure of any foregoing, if a Monthly Remittance ConditionCondition is not satisfied, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be include the remittance schedule previously utilized prior to by the failure of such Servicer before the Monthly Remittance ConditionCondition failed to be satisfied), if the Servicer provides to the Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that Condition shall have been satisfied with respect to such alternative remittance schedule will not result in the qualification, reduction or withdrawal of the rating then assigned to any Class of Notesschedule.

Collections. (a) Except as otherwise provided The Servicer shall establish the Subcollection Account in this Agreement, the name of the Indenture Trustee for the benefit of the Certificateholders and the Noteholders. The Subcollection Account shall be an Eligible Account satisfying clause (ii) of the definition of "Eligible Account," and shall initially be established with the Indenture Trustee. The Servicer shall remit daily directly to the Collection Subcollection Account without deposit into any intervening account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other thanand all Liquidation Proceeds received by the Servicer, in each case, as soon as practicable, but in no event later than the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days Day after receipt thereof. Notwithstanding Within two days of deposit of payments into the foregoing, for so long as the Monthly Remittance Conditions are satisfiedSubcollection Account, the Servicer Indenture Trustee shall transfer all amounts credited to the Subcollection Account on account of such payments to the Collection Account. Amounts in the Subcollection Account shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii)invested. Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior acceptable to the failure of such Monthly Remittance Condition), Servicer if the Security Insurer consents in writing (so long as an Insurer Default shall not have occurred and be continuing) and 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 downgrading or withdrawal by the Rating Agency of the rating then assigned to any Class of the Certificates or the Notes. (b) Notwithstanding the provisions of subsection (a) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer or the Lockbox Bank to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 4.6(iii) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Security Insurer as may be necessary in the opinion of the Indenture Trustee and the Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to this Section 4.2(b), the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Indenture Trustee notice to such effect, following receipt of which the Indenture Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 4.6, or if the Servicer prior thereto has been reimbursed pursuant to Section 4.6 or Section 4.8, the Indenture Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Distribution Date.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables Collections (other thanthan payments on Repurchased Receivables) not later than the second Business Day after identification thereof; provided, in the case of Precomputed Receivableshowever, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as that if the Monthly Remittance Conditions are Condition is satisfied, then the Servicer shall not be required to remit such collections to deposit into the Collection Account on an amount equal to the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, Collections received during the related Collection Period until the Business Day before each Payment Date at which time Distribution Date. The “Monthly Remittance Condition” shall be deemed to be satisfied if (i) NMAC is the Servicer and (ii) NMAC’s short-term unsecured debt obligations are rated at least “P-1”, “F1” or “A-1”, as applicable, by at least two of ▇▇▇▇▇’▇, Fitch and S&P Global Ratings, respectively; provided, however, if at any time NMAC’s short-term 37 (NAROT 2017-C Sale and Servicing Agreement) unsecured debt obligations are rated lower than “P-1” by Moody’s, the Monthly Remittance Condition shall remit all be deemed not satisfied at such collections in respect of the related Collection Period to the Collection Account in immediately available fundstime. 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 the Monthly Remittance Condition is not satisfied, all collections Collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections Collections on or in respect of the Receivables (other than payments on Repurchased Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two not later than the second Business Days Day after receipt identification thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to may remit Applied Payments Ahead Collections to the Collection Account pursuant on any other alternate remittance schedule (but not later than the related Distribution Date) if the Rating Agency Condition is satisfied with respect to Section 5.06(a)(i)such alternate remittance schedule. Commencing with Pending deposit into 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 Account, Collections may be satisfied commingled and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held used by the Servicer shall at its own risk and are not required to be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereofsegregated from its own funds. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. The Borrower shall (a) Except as otherwise provided in this Agreement, direct (and cause the Servicer shall remit daily and the Securities Intermediary to the Collection Account direct) all payments received by or on behalf of the Obligors on or applicable Insurers and other obligors in respect of the Receivables (Pool Policies and other than, Borrower Collateral to make all payments in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections respect thereof to the Collection Account on Securities Intermediary, (b) direct the foregoing daily basis but shall be entitled Securities Intermediary to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit deposit all such collections payments received in respect of the related Pool Policies and other Borrower Collateral directly to the SI Collection Period Account and (c) direct all Collections deposited to the SI Collection Account to be remitted by wire transfer, within one (1) Business Day of deposit therein, directly to the Collection Account in immediately available funds. Commencing accordance with the first day Securities Intermediary Agreement. If any Collections are received by any Loan Party or any of its Affiliates, the first Borrower shall cause such Collections to be remitted directly to the Collection Period that begins at least Account as soon as practicable and in any event within two Business Days after of receipt of same, and, at all times prior to such remittance, such recipient shall hold such Collections in trust for the day exclusive benefit of the Administrative Agent on which behalf of the Secured Parties. To the extent 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 funds other than Collections are deposited into the Collection Account Account, the Borrower shall promptly (and in any event within two Business Days) identify such funds and notify the Administrative Agent of the same and direct the Administrative Agent to remit such funds to the Person entitled thereto. The Administrative Agent may at any time following the occurrence of an Event of Default request the Borrower to, and the Borrower thereupon promptly shall or shall cause its agent or representative to, direct all future collections on or Insurers and other parties obligated to make payments in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this AgreementBorrower Collateral, the Servicer shall deposit and the Securities Intermediary to remit all Payments Ahead payments with respect to the Borrower Collateral to a new depository account or lock-box specified by the Administrative Agent (which new account shall, if so directed by the Administrative Agent, be established in the Collection Account within two Business Days after receipt thereofAdministrative Agent’s own name); provided, which Payments Ahead that, for purposes of clarification, any payment so remitted shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). 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 continue to be satisfied and for so long applied in accordance with Section 2.4(b)(i) or (ii) or 8.3, as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereofapplicable. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as (i) 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 Default shall have occurred and be continuing (collectively, the "Monthly Remittance Conditions are satisfiedConditions"), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition Conditions is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i5.06(a)(ii). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of NotesNotes or the Certificates.

Collections. The Servicer shall (aor shall cause the applicable Sub-Servicer to do so on its behalf) Except direct each Obligor on the Receivables to make payments only to one of the Lockbox Accounts listed on Schedule VI, as otherwise provided in this Agreementsuch Schedule VI may be amended from time to time. The LLC Borrower, the Servicer and the Trust II Borrower shall remit daily wire transfer, or cause to be wire transferred, all Collections received in the Collection Account all payments received Lockbox Accounts related to Receivables acquired by or on behalf of the Obligors on or in respect of the Receivables LLC Borrower pursuant to its Sale Agreement (other thanor, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfiedTrust II Borrower, the Servicer shall not be required Receivables acquired by it from the LLC Borrower pursuant to remit such collections the Purchase Agreement) or received directly by it to the Collection Account by the close of business on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before following receipt. The Trust Borrower and the Trust II Borrower shall wire transfer, or cause to be wire transferred, to the Concentration Account by the close of business on each Payment Date at which time Business Day, all Collections received in the Servicer shall remit all such collections in respect Lockbox Accounts related to Receivables acquired by either of the related Collection Period Trust Borrower and the Trust II Borrower pursuant to the Sourcing and Servicing Agreement or the Purchase Agreement, as applicable, or received directly by either of them. Pursuant to the Concentration Account Agreement, both the Trust Borrower and the Trust II Borrower shall cause the applicable Collections to be transferred from the Concentration Account to the Collection Account in immediately available fundswithin one (1) Business Day of deposit therein. 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 The Servicer shall be immediately deposited into further include a statement as to the Collection Account and all future collections amount of Collections on or deposit in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead each Reporting Date in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account Servicing Report delivered pursuant to Section 5.06(a)(ii6.8(a). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, the The Servicer shall remit daily within two Business Days of receipt thereof to the Collection Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables (other than, in the case of Precomputed than Purchased Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereofProceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Monthly Remittance Conditions Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are satisfiedrated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are 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 (iv) of the preceding sentence is not satisfied, then the Servicer shall not be required 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 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 Payment 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 fundsimmediately. 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 Pending deposit thereof into the Collection Account Account, the Servicer may use or invest collections at its own risk and all future 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 or in behalf of Obligors” shall mean payments made with respect of to the Receivables and all Net Liquidation Proceeds shall be remitted by Persons other than the Servicer to or the Collection Account on a daily basis within two Business Days after receipt thereofDepositor. (b) Except as otherwise provided in this Agreement, the The Servicer shall will be entitled to be reimbursed from amounts on deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred with respect to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all a Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead Period for amounts previously deposited in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted 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 Payahead Account within two Business Days after receipt thereof. (cServicer on the related Distribution Date pursuant to Section 5.6(a)(i) The upon certification by the Servicer shall give of such amounts and the Owner Trustee, provision of such information to the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of NotesAdministrator.

Collections. (a) Except as otherwise provided in this Agreement, the The Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Proceeds, both as collected during the Collection Period net of Servicing Fees and administrative fees allowed to be retained by the Servicer pursuant to Section 8.11 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 Days after receipt thereofDay following the Business Day on which such amounts are received by the Servicer. Notwithstanding the foregoing, for so long as (a) BVAC remains the Monthly Remittance Conditions Servicer, (b) no Event of Default shall have occurred and be continuing and (c) (1) BVAC maintains a short-term rating of at least A-1 by Standard & Poor's and P-1 by ▇▇▇▇▇'▇ (and for five Business Days following a reduction in either such rating) or (2) prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are satisfiedcomplied with) and the prior written consent of the Insurer (not to be unreasonably withheld) shall have been obtained, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall may remit all such collections in payments and Liquidation Proceeds with respect of the related to any Collection Period to the Collection Account on a less frequent basis, but in no event later than the Determination Date immediately available fundspreceding each Payment Date. Commencing The Servicer TRUST AND SERVICING AGREEMENT shall remit any Advances with the first day of the first respect to a 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 and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereofor before the Determination Date. (b) Except as otherwise provided in this AgreementThe Servicer, the Servicer Owner Trustee and/or Indenture Trustee shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to any funds received by such parties in respect of funds drawn under the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding Policy from the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereofInsurer. (c) The Servicer shall give If the Owner TrusteeAvailable Funds for a Payment Date are insufficient to pay current and past due Insurance Premiums, or any amounts owing to the Indenture Trustee Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and each Rating Agency written notice of expenses, plus accrued interest thereon, to the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance ConditionInsurer, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Condition), if the Servicer provides to shall notify the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that of such alternative remittance schedule will not result deficiency, and the Available Spread Amount, if any, then on deposit in the qualification, reduction or withdrawal of the rating then assigned Spread Account (after giving effect to any Class of Noteswithdrawal to satisfy a deficiency in Monthly Interest or Monthly Principal) shall be available to cover such deficiency.

Collections. (a) Except as otherwise provided in this Agreement, The Borrower shall notify and direct all account debtors promptly following written request by the Servicer shall remit daily Lender to the Collection Account make all payments received by or on behalf of the Obligors on or in respect of Accounts and/or the Receivables sale or lease of Inventory (other than, than electronic funds transfers) directly to an account in the case name of Precomputed Receivablesthe Borrower to be maintained at the Lender (the “Collection Account”). So long as no Event of Default has occurred, the Borrower may continue to permit electronic payments constituting Payments Ahead) to be made to the Borrower’s operating accounts (collectively, the “Operating Accounts”), provided, however, that at the end of each Business Day, amounts remaining in the Operating Accounts will be swept into the Collection Account. The Borrower hereby authorizes the Lender to receive, endorse and/or deposit into the Collection Account in the name of the Lender or in the name of the Borrower any and all Net Liquidation Proceeds within two Business Days after receipt thereofcash, checks, drafts and other remittances received by the Lender on or in respect of Accounts and/or the sale or lease of Inventory and the Borrower hereby waive notice of presentment, protest and non-payment of any such checks, drafts or other remittances. Notwithstanding In the foregoingevent that the Borrower directly receives any cash, checks, drafts or other remittances on or in respect of Accounts and/or the sale or lease of Inventory, the Borrower shall promptly deliver the same to the Lender for deposit to the Collection Account. Pending such deposit, the Borrower will not commingle any such cash, checks, drafts or other remittances with other funds and property but will hold them separate and apart in trust for the Lender subject to the security interests hereunder. Until such authority is terminated by the Lender pursuant to subsection (b) below, the Borrower shall have the authority to withdraw funds from the Collection Account and use the same for the Borrower’s general business purposes so long as such use is not inconsistent with the Monthly Remittance Conditions are satisfiedprovisions of this Agreement. Until an Event of Default exists or occurs, the Servicer shall not be required to remit such collections Lender, on each Business Day, or if an AutoBorrow Service Agreement is then in effect, on each Autoborrow Business Day, will apply all finally collected funds on deposit to the Collection Account to the unpaid principal amount of Advances then outstanding. (b) At any time while an Event of Default shall be continuing, the Lender may (1) terminate the authority of the Borrower to receive electronic payments into the Operating Accounts, whereupon all account debtors shall be directed to remit all payments directly to the Collection Account, and (2) terminate the authority of the Borrower to withdraw funds from the Collection Account whereupon (i) the Collection Account will automatically convert into an account over which the Lender has exclusive dominion, control and power of access and withdrawal, and, for that purpose, the Lender is hereby authorized to take all appropriate actions to block the Borrower’s access to the Collection Account, including without limiting the generality of the foregoing, denying electronic access and returning unpaid any checks, drafts or other instruments theretofore or thereafter issued by the Borrower and drawn upon the Collection Account, all without any liability whatsoever on the foregoing daily basis but shall be entitled part of the Lender to retain such collectionsthe Borrower or to any other person for having done so, without segregation from its (ii) any cash, checks, drafts or other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections remittances on or in respect of Accounts and/or the related Collection Period sale or lease of Inventory received by the Borrower and held in trust for the Lender as above provided shall be immediately delivered to the Lender for deposit to the Collection Account in immediately available funds. Commencing with precisely the first day form received, except for the addition thereto of the first Collection Period that begins endorsement of the Borrower where required for collection of any such checks, drafts or other remittances which endorsement the Borrower agrees to make and with respect to such checks, drafts and other remittances the Borrower waives notice of presentment, protest and non-payment and (iii) the Lender shall have the right at least two Business Days after the day on which any Monthly Remittance Condition ceases time and from time to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then time to apply funds held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead it in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding payment of all or any part of the foregoingObligations, so long as all Monthly Remittance Conditions are satisfiedwhether matured or unmatured, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time order and manner as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereofLender may determine in its sole discretion. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, the The Master Servicer and each Subservicer shall remit daily to the Collection Account all payments received made by or on behalf of the Obligors on or in with respect of to the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) Trust Student Loans and all Net Liquidation Proceeds Proceeds, both as collected during each Collection Period, within two Business Days after of receipt thereofthereof (or, if the payment is not readily identifiable as a payment on a Trust Student Loan, within two Business Days of being so identified), and the Eligible Lender Trustee shall remit to the Collection Account any Interest Subsidy Payments and Special Allowance Payments received by it with respect to the Trust Student Loans during each Collection Period within two Business Days of receipt thereof (or, if the payment is not readily identifiable as a payment on a Trust Student Loan, within two Business Days of being so identified). Notwithstanding the foregoing, for so long as no Administrator Default shall have occurred and be continuing and the Monthly Remittance Conditions short-term certificate of deposit ratings of the Administrator are satisfiedat least “A-1” by S&P, “P-1” by ▇▇▇▇▇’▇ and “F1” by Fitch (if rated by Fitch), the Servicer Master Servicer, each Subservicer and the Eligible Lender Trustee shall not be required to remit such collections within two Business Days of receipt or identification thereof to the Collection Account on Administrator, and the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all Administrator need not deposit such collections in respect of for the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on until one Business Day immediately prior to the Quarterly Payment Date, or in respect to the extent of the Receivables Primary Servicing Fee and all Net Liquidation Proceeds shall be remitted by the Servicer Administration Fee, until one Business Day immediately prior to the Collection Account on a Monthly Distribution Date. In the event that the foregoing condition for ceasing daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreementremittances shall no longer be satisfied, then the Servicer Administrator shall deposit all Payments Ahead in collections held by it into the Collection Account within two Business Days after of receipt thereof. Pending deposit into the Collection Account, which Payments Ahead shall collections may be transferred to commingled and used by the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions Administrator at its own risk and are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation segregated from its other own funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this AgreementOn or prior to the Closing Date, the Borrower and Servicer shall remit daily to have established and shall maintain thereafter the Collection Account following system of collecting and processing Collections of Receivables: The Originators shall deposit all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections to the Collection into a Deposit Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the which is swept each Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereofConcentration Account. (b) Except as otherwise provided in this Agreementby Section 9.1.15 hereof, on or prior to the Closing Date the Administrator shall have received a Concentration Account Agreement with respect to each Concentration Account and Deposit Account. Servicer’s right of access to each Concentration Account and Deposit Account shall be revocable at the option of Administrator upon the occurrence of Unmatured Significant Event or Significant Event. The Borrower hereby transfers to the Administrator for the benefit of the Lender Secured Parties, effective when the Administrator delivers such notice, the Servicer shall deposit all Payments Ahead in the Collection exclusive ownership and control of each Concentration Account within two Business Days after receipt thereofand Deposit Account. In addition, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which occurrence of any Monthly Remittance Condition ceases Unmatured Significant Event or any Significant Event, Servicer agrees that it shall, upon the written request of Administrator, notify all Obligors under Receivables to be satisfied make payment thereof to (i) one or more bank accounts and/or post-office boxes designated by Administrator and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the specified in such notice or (ii) any successor Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereofappointed hereunder. (c) The [Reserved]. (d) All Collections received by an Originator or Servicer in respect of Receivables will, pending remittance to a Concentration Account as provided in Section 11.2.4, be held by an Originator or Servicer in trust for the exclusive benefit of Administrator, and shall not be commingled with any other funds or property of any Originator or Servicer. (e) Borrower and 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, Servicer (i) shall not impair the rights of Borrower or Administrator in any Receivable, (ii) shall not amend the terms of any Receivable other than in accordance with the Credit and Collection Policy and this Agreement, (iii) shall not release any goods securing a Receivable from the lien created by such Receivable except as specifically provided for herein, and (iv) shall be entitled to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any goods securing such Receivable. In the event that Servicer shall give breach any of its covenants set forth in clause (i), (ii) or (iii) of this Section 11.2.3(f), Servicer shall pay the Owner TrusteeUnpaid Balance of each Receivable affected thereby on the Distribution Date following the Calculation Period in which such event occurs. For the purposes of Section 11.7 hereof, the Indenture Trustee and each Rating Agency written notice Servicer shall not be deemed to 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 Servicer’s noncompliance with clause (i), (ii) or (iii) of the failure of any Monthly Remittance Condition this Section 11.2.3(f). (and any subsequent curing g) All payments or other amounts collected or received by Servicer in respect of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may Receivable shall be the remittance schedule previously utilized prior applied to the failure Unpaid Balance 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 withdrawal of the rating then assigned to any Class of NotesReceivable.

Collections. (a) Except as otherwise provided The Servicer shall establish the Subcollection Account in this Agreementthe name of the Indenture Collateral Agent for the benefit of the Noteholders. The Subcollection Account shall be an Eligible Account satisfying clause (i) of the definition of "Eligible Account," and shall initially be established with First Interstate Bank, the N. A. The Servicer shall remit daily directly to the Collection Subcollection Account without deposit into any intervening account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other thanand all Liquidation Proceeds received by the Servicer, in each case, as soon as practicable, but in no event later than the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days Day after receipt thereof. Notwithstanding Within two days of deposit of payments into the foregoing, for so long as the Monthly Remittance Conditions are satisfiedSubcollection Account, the Servicer shall not cause all amounts credited to the Subcollection Account on account of such payments to be required to remit such collections transferred to the Collection Account. Amounts in the Subcollection Account on the foregoing daily basis but shall not be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereofinvested. (b) Except as otherwise provided in this AgreementNotwithstanding the provisions of subsection (a) hereof, the Servicer shall will be entitled to be reimbursed from amounts on deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer or the Lockbox Bank to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be transferred paid to the Payahead Account Servicer on the related Distribution Date pursuant to Section 5.06(a)(ii4.6(i) upon certification by the Servicer of such amounts and the provision of such information to the Trustee and the Security Insurer as may be necessary in the opinion of the Trustee and the Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to this Section 4.2(b). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following receipt of which the Trustee shall not be required make a distribution to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account in respect of such amount pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied4.6, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Condition), if the Servicer provides prior thereto has been reimbursed pursuant to Section 4.6 or Section 4.8, the Trustee shall withhold such amounts from amounts otherwise distributable to the Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in Servicer on the qualification, reduction or withdrawal of the rating then assigned to any Class of Notesnext succeeding Distribution Date.

Collections. (a) Except as otherwise provided in this AgreementThe 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 daily directly to the Local Collection Account Accounts without deposit into any intervening account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other thanand all Liquidation Proceeds received by the Servicer, in each case, as soon as practicable, but in no event later than the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days Day after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfiedWithin three Business Days of deposit of payments into a Local Collection Account, the Servicer shall not cause all amounts credited to such Local Collection Account on account of such payments to be required to remit such collections transferred to the Collection Account on Account. Amounts in the foregoing daily basis but Local Collection Accounts shall not be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereofinvested. (b) Except as otherwise provided in this AgreementNotwithstanding the provisions of subsection (a) hereof, the Servicer shall will be entitled to be reimbursed from amounts on deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred with respect to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all a Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead Period (i) for amounts previously deposited in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted 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 Payahead Account within two Business Days after receipt thereof. Servicer, for amounts payable pursuant to the proviso in Section 3.15(b) and to the proviso in the first sentence of Section 8.2. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Payment Date pursuant to Section 4.6(i) upon certification by the Servicer of such amounts and the provision of such information to the Trustee and the Security Insurer as may be necessary in the opinion of the Trustee and the Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to this Section 4.2(b), the Security Insurer shall (cunless an Insurer Default shall have occurred and be continuing) The Servicer shall give the Owner TrusteeTrustee notice to such effect, following receipt of which the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of shall not make a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, distribution to the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to the failure in respect of such Monthly Remittance Condition)amount pursuant to Section 4.6, or if the Servicer provides prior thereto has been reimbursed pursuant to Section 4.6 or Section 4.8, the Trustee shall withhold such amounts from amounts otherwise distributable to the Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in Servicer on the qualification, reduction or withdrawal of the rating then assigned to any Class of Notesnext succeeding Payment Date.

Collections. (a) Except Lender shall have the exclusive right to receive all Collections on all Receivables. Borrower shall (i) immediately transfer and deliver to Lender all Collections Borrower receives for deposit into the Collection Account, (ii) deliver to Lender a detailed cash receipts journal on Friday of each week until the Lockbox is operational, and (iii) immediately enter into a collection services agreement acceptable to Lender (the “Lockbox Agreement”) pursuant to which all Collections received in the Lockbox shall be deposited into the Collection Account. Borrower shall use the Lockbox address as otherwise provided in this Agreementthe remit to and payment address for all of Borrower’s Collections from Account Debtors, and Borrower shall instruct all Account Debtors to make payments either directly to the Servicer shall remit daily Lockbox for deposit by Lender directly to the Collection Account all Account, or instruct them to deliver such payments received to Lender by wire transfer, ACH, or on behalf other means as Lender may direct for deposit to the Lockbox or Collection Account. It will be considered an immediate Event of Default if this does not occur or the Lockbox is not operational within 45 days of the Obligors on date of this Agreement. Without limiting the foregoing, Borrower may maintain any deposit account it maintains with W▇▇▇▇ Fargo as of the date of this Agreement solely (i) for purposes of receipt of Collections from customers who have not yet begun paying into the Lockbox or the Collections Account so long as within 30 days from the date of this Agreement (or such later date to which Lender may agree in its sole discretion), at Lender’s option, Borrower enters into one or more “springing” control agreements with W▇▇▇▇ Fargo reasonably acceptable to Lender in respect of such account(s), Borrower promptly sweeps Collections received in such account(s) after the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections date hereof to the Collection Lockbox or the Collections Account on and such account(s) is closed within 90 days after the foregoing daily basis but shall be entitled date of this Agreement (or such later date to retain such collectionswhich Lender may agree in its sole discretion), without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect (ii) for purposes of payment of ACH and checks as of the related Collection Period date of this Agreement until there is no longer any ACH or checks outstanding on such account and (iii) for purposes of paying payroll until such function is switched to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases Lender or a payroll provider acceptable to be satisfied and for so long as any Monthly Remittance Condition is not satisfiedLender. (b) At Lender’s option, Lender may either (i) transfer all collections then held by the Servicer shall be immediately Collections deposited into the Collection Account and all future collections on to Borrower’s Account, or in respect of (ii) apply the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to Collections deposited into the Collection Account on a daily basis to the outstanding Account Balance, in either case, (x) at the end of each day or (y) if Lender is unable to do so at the end of each day, then in no event later than within two Business Days after receipt thereof. (b) Except three business days of the date received; provided that upon the occurrence and during the continuance of any Default, Lender may apply all Collections to the Obligations in such order and manner as otherwise provided in this AgreementLender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender does not receive good funds for any reason, any amount previously transferred to Borrower’s Account or applied to the Account Balance shall be reversed as of the date transferred or applied, as applicable, and, if applied to the Account Balance, the Servicer Finance Charge will accrue as if the Collections had not been so applied. Lender shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereofhave, which Payments Ahead shall be transferred with respect to any goods related to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfiedReceivables, all Payments Ahead then held by the Servicer shall be immediately deposited into rights and remedies of an unpaid seller under the Payahead Account UCC and all future Payments Ahead shall be remitted by other applicable law, including the Servicer to the Payahead Account within two Business Days after receipt thereofrights of replevin, claim and delivery, reclamation and stoppage in transit. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as (i) TMCC is the Servicer, (ii) 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 Default shall not have occurred and be continuing (collectively, the "Monthly Remittance Conditions are satisfiedConditions"), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition Conditions is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii4.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i4.06(a)(ii). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of NotesRated Certificates.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in excluding payments on the case of Precomputed Warranty Receivables or the Administrative Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two not later than the second Business Days Day after receipt identification thereof. For purposes of this Article V, the phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as no Servicer Default has occurred and is continuing, and the Monthly Remittance Conditions requirements and conditions are satisfiedsatisfied for the Servicer to be permitted to make monthly deposits to the related collection account in the most recent publicly registered issuance of securities backed by (i) a special unit of beneficial interest representing a beneficial interest in a pool of vehicle leases originated in the United States for a lessee with a United States address and the related leased vehicles or (ii) motor vehicle retail installment contracts originated in the United States for which the Seller, or any United States Affiliate thereof, acts as a depositor (such most recent issuance referred to herein as the “Public ABS Transaction”) (including that no such requirements or conditions need be satisfied in order to permit the Servicer to be permitted to make monthly deposits to the related collection account in the Public ABS Transaction), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to may retain such collections, without segregation from its other funds, amounts until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of preceding the related Collection Period to the Collection Account in immediately available fundsDistribution Date. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two not later than the second Business Days Day after receipt identification thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof[Reserved.] (c) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (d) The Servicer shall give (i) the Owner Trustee, 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 soon as practical after of the occurrence thereof. Closing Date, no such notice shall be required in connection therewith). (e) Notwithstanding the failure of any foregoing, if a Monthly Remittance ConditionCondition is not satisfied, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be include the remittance schedule previously utilized prior to by the failure of such Servicer before the Monthly Remittance ConditionCondition 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 qualification, reduction downgrading or withdrawal by such Rating Agency of the rating ratings then assigned to any Class of Notes.

Collections. (a) Except Upon establishment of the Lock-Box Account in accordance with Section 9.01(a), the Servicer shall use reasonable efforts to cause the Lock-Box Processor to transfer any payments in respect of the Receivables from or on behalf of Obligors received in the Lock-Box to the Lock-Box Account on the Business Day on which such payments are received, pursuant to the Lock-Box Agreement. Within two Business Days of receipt of such funds into the Lock-Box Account, the Servicer shall cause the Lock-Box Bank to transfer available funds related to the Receivables from the Lock-Box Account to the Collection Account, and if such funds are not available funds, as otherwise provided in this Agreementsoon thereafter as they clear (i.e., become available for withdrawal from the Lock-Box Account). In addition, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in received by the Servicer with respect of to the Receivables (other thanthan Purchased Receivables), in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Proceeds, insurance proceeds and other collections from whatever source, no later than the second Business Days after Day following receipt thereofinto the Lock-Box Account or the Collection Account, as applicable. Notwithstanding On the foregoing, for so long as the Monthly Remittance Conditions are satisfiedClosing Date, the Servicer shall not be required to remit such collections to deposit in 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 Payment Date at which time the Servicer shall remit all such collections in amounts received with respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of Receivables during 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 and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereofPeriod. (b) Except as otherwise provided in this Agreement, the Servicer The Indenture Trustee shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereofany funds received from the Collateral Agent, which from the Spread Account or in respect of funds drawn under the Policy from the Insurer; provided that such funds may only be applied to cover Deficiency Claim Amounts and Scheduled Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long (as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead defined in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as Policy) on the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereofrelated Payment Date. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. Lender shall have the exclusive right to receive all Collections on all Receivables. Each Borrower shall (ai) Except as otherwise provided in this Agreementnotify, the Servicer shall remit transfer and deliver to Lender all Collections Borrower receives on a daily basis, (ii) deliver to the Collection Account Lender a detailed cash receipts journal together with all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account cash receipts on a daily basis until the lockbox is operational, and (iii) enter into a collection services agreement acceptable to Lender within two Business Days after receipt thereof. the time period prescribed by this Agreement (bthe “Lockbox Agreement”). Borrowers shall use the lockbox address as the remit to and payment address for all of Borrowers’ Collections and it will be considered an immediate Event of Default if this does not occur (provided, that, for purposes of clarification, it shall not be an Event of Default if Borrowers notify all Accounts Debtors to remit payment to the lockbox address, but any Account Debtor(s) Except fails to do so, as otherwise long as Borrowers notify, transfer and deliver to Lender all Collections Borrowers receive on a daily basis) or the lockbox is not operational within 45 days of the date of this Agreement due to any act or omission of the Borrowers. Lender shall credit Collections with respect to Receivables received by Lender to Borrowers’ Account Balance within three business days of the date received; provided that upon the occurrence and during the continuance of any Default, Lender may apply all Collections to the Obligations in this Agreementsuch order and manner as Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender does not receive good funds for any reason, the Servicer amount shall deposit all Payments Ahead be included in the Collection Account within two Business Days after receipt thereof, which Payments Ahead Balance as if the Collections had not been received and Finance Charges shall be transferred continue to accrue thereon. All Collections received to the Payahead Account pursuant lockbox or otherwise received by Lender will, until credited as above provided, be deposited to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer a non-interest bearing cash collateral account maintained with Lender and Borrowers will not be required have access to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but that account. Lender shall be entitled have, with respect to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead any goods related to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfiedReceivables, all Payments Ahead then held by the Servicer shall be immediately deposited into rights and remedies of an unpaid seller under the Payahead Account California Uniform Commercial Code and all future Payments Ahead shall be remitted by other applicable law, including the Servicer to the Payahead Account within two Business Days after receipt thereofrights of replevin, claim and delivery, reclamation and stoppage in transit. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except The Servicer or the Indenture Trustee, as otherwise provided in this Agreementapplicable, shall promptly, on the Servicer shall date of receipt thereof, deposit all Payments Ahead in into the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to all Net Swap Receipts received by it under the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead Interest Rate Swap Agreement in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other immediately available funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. TRANSFERS TO PAYAHEAD ACCOUNT; REALIZATION UPON POLICY; NET DEPOSITS; TRANSFERS TO PAYMENT ACCOUNT. (a) Except as otherwise provided in this AgreementSubject to Section 4.05, the Servicer shall remit daily to the Collection Account or credit all payments received on a daily basis, within two Business Days of receipt, by or on behalf of the Obligors on or in respect of the Receivables (other thanContracts, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long and Net Insurance Proceeds and other monies as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled Account. Prior to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in Report Date, amounts with respect to Rule of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on 78's Contracts which any Monthly Remittance Condition ceases are otherwise required 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 in or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead credited to the Collection Account pursuant to Section 5.06(a)(i). 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 immediately preceding sentence shall instead be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer in or credited to the Payahead Account within two to the extent that such amounts are installments of Monthly P&I which are due in a Collection Period relating to a Distribution Date subsequent to the Distribution Date immediately succeeding the date of receipt. The Servicer and the Seller, as the case may be, each shall remit or credit to the Collection Account each Purchase Amount to be remitted by it with respect to Purchased Contracts on the Business Days after receipt thereofDay preceding the Servicer Report Date next succeeding (i) the end of the Collection Period in which the applicable Contract is repurchased by the Seller pursuant to Section 2.03, in the case of the Seller or (ii) the last day of the related cure period specified in Section 3.07, in the case of the Servicer. (b) On the Servicer Report Date, the Servicer shall determine the Policy Claim Amount, if any, which exists with respect to the related Distribution Date. (c) The Servicer Indenture Trustee or the Co-Owner Trustee shall, no later than 12:00 p.m., New York City time, on the third Business Day prior to each Distribution Date, make a claim under the Policy for the Policy Claim Amount, if any, for such Distribution Date by delivering to the Fiscal Agent and the Bank, with a copy to the Insurer, the Co-Owner Trustee and the Servicer, by hand delivery, telex or facsimile transmission, a written notice (a "DEFICIENCY NOTICE") specifying the Policy Claim Amount, if any, for such Distribution Date, separately identifying the amount of the Policy Claim Amount payable in respect of each Class of Notes and the Certificates. In addition, the Insurer shall give make claims under the Owner TrusteePolicy for Preference Amounts (other than those with respect to a particular Distribution Date) as provided in the Policy. Each Deficiency Notice shall direct the Insurer to remit such Policy Claim Amount to the Indenture Trustee for deposit in the Payment Account. In making any such claim, the Indenture Trustee or the Co-Owner Trustee, as applicable, shall comply with all the terms and each Rating Agency written notice conditions of the failure Policy. Upon receipt of any Monthly Remittance Condition the Policy Claim Amount, the Indenture Trustee shall apply the portion thereof, if any, representing the Deficiency Amount with respect to a Distribution Date as provided in Section 4.03(a). Any amounts received by the Indenture Trustee under the Policy that represent Preference Amounts shall be paid, in accordance with the Policy, to the applicable Noteholder(s) and Certificateholder(s). (and any subsequent curing of a failed Monthly Remittance Conditiond) So long as soon as practical after Onyx is the occurrence thereof. Notwithstanding the failure of any Monthly Remittance ConditionServicer, the Servicer may utilize an alternative collection make deposits in or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior credits to the failure Collection Account net of such Monthly Remittance Condition), if amounts to be paid to the Servicer provides under this Agreement. Notwithstanding the foregoing, the Servicer shall maintain the records and accounts for such deposits and credits on a gross basis. (e) On the Business Day immediately preceding each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee shall withdraw funds from the Collection Account equal to the Owner Trustee and amount of Net Collections available with respect to such Distribution Date on deposit in the Collection Account. The Indenture Trustee written confirmation shall deposit such funds withdrawn from each Rating Agency that such alternative remittance schedule will not result in the qualification, reduction or withdrawal of Collection Account into the rating then assigned Payment Account to any Class of Notesbe distributed pursuant to Section 4.03(a).

Collections. (a) Except Pursuant to the Indenture, the Trustee has established the Servicing Account. The Servicer shall make deposits to and transfers from the Servicing Account, and shall be entitled to make withdrawals therefrom, as otherwise provided in this Agreement, the . The Servicer shall remit daily to the Collection Servicing Account all payments received by or on behalf of the Obligors on or in respect of the Receivables Leases (other thanthan amounts constituting Administrative Fees), all Residual Realizations and all Liquidation Proceeds (including (1) proceeds of Insurance Policies to be treated as such in accordance with Section 3.4 and (2) deficiency amounts paid by the Servicer with respect to the disposition of Equipment to be treated as such in accordance with the last paragraph of Section 3.3) received by the Servicer, in each case, as soon as practicable, but in no event later than the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two second Business Days Day after receipt thereof. Notwithstanding Within three Business Days after the foregoing, for so long as the Monthly Remittance Conditions are satisfieddeposit of such payments and proceeds therein, the Servicer shall not be required transfer all amounts credited to remit the Servicing Account on account of such collections payments and proceeds (i) to the extent they constitute ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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 Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period and (ii) to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfiedextent they represent Residual Realizations, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii)Residual Account. Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior acceptable to the failure of such Monthly Remittance Condition), Servicer 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 downgrading or withdrawal by the Rating Agency of the rating then assigned to the Notes. Amounts from time to time in the Servicing Account shall be invested in accordance with Section 8.07 of the Indenture, and the Servicer shall be entitled to any Class earnings on such investments as additional servicing compensation hereunder. In the event of Notesany losses on such investments, the Servicer shall deposit in the Servicing Account the amount thereof, net of any earnings otherwise distributable to the Servicer. (b) The Servicer shall remit to the Collection Account (i) no later than the second Business Day prior to a Payment Date, that portion of any Purchase Amount relating to the Required Payoff Amount received by the Servicer upon the repurchase by Vendor Services of any Lease pursuant to Section 2.6, and (ii) that portion of the amount paid by the Contributor to repurchase the Leases pursuant to Section 5.1 as is required to be deposited in the Collection Account pursuant to such Section. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Servicing Account or the Collection Account with respect to a Collection Period for amounts previously deposited in the Servicing Account or the Collection Account but later determined by the Servicer in good faith to (i) have resulted from mistaken deposits or postings or checks returned for insufficient funds, or (ii) be required to be repaid to an Obligor. The amount to be reimbursed hereunder may be retained pursuant to Section 4.4 at any time or may otherwise be paid to the Servicer on the related Payment Date pursuant to Section 8.03(i) of the Indenture upon certification by the Servicer of such amounts and the provision of such information to the Trustee as may be necessary to verify the accuracy of such certification.

Collections. (a) Except as 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 unless otherwise provided in this any Supplement, and if 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 be directed to make payments on the 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 included within such payments from Obligors as constitute Released Amounts 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 Released Amounts for its own account (provided, that if BTFC shall not be the Servicer, the Servicer shall remit daily such Released Amounts to BTFC unless otherwise directed by the Transferor). 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 all payments received by or on behalf pay such amounts to the Holder of the Obligors on or Exchangeable Transferor Certificate in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereofaccordance with this Article IV. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfiedPursuant to authority granted to it pursuant to subsection 3.1(b), the Servicer shall not be required have the power, revocable by the Trustee, to remit withdraw or pay, or to instruct the Trustee to withdraw or pay, such collections to amounts for the Collection Account purpose of carrying out the Servicer's or the Trustee's duties hereunder. The Servicer shall make such deposits or payments 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 Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held date indicated herein by the Servicer shall be immediately deposited into the Collection Account and all future collections on wire transfer or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred Supplement for any Series of Certificates with respect to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereofSeries. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, The Borrowers shall notify and direct all Account Debtors promptly following written request by the Servicer shall remit daily Lender to the Collection Account make all payments received by or on behalf of the Obligors on or in respect of the Receivables Accounts (other than, than electronic funds transfers) directly to an account in the case name of Precomputed Receivablesthe Borrowers to be maintained at the Lender (the “Collection Account”). So long as no Event of Default has occurred, the Borrowers may continue to permit electronic payments constituting Payments Ahead) to be made to the Borrowers’ operating accounts (collectively, the “Operating Accounts”), provided, however, that at the end of each Business Day, amounts remaining in the Operating Accounts will be swept into the Collection Account. The Borrowers hereby authorize the Lender to receive, endorse and/or deposit into the Collection Account in the name of the Lender or in the name of the Borrowers any and all Net Liquidation Proceeds within two Business Days after receipt thereofcash, checks, drafts and other remittances received by the Lender on or in respect of Accounts and/or the sale or lease of Inventory and the Borrowers hereby waive notice of presentment, protest and non-payment of any such checks, drafts or other remittances. Notwithstanding In the foregoingevent that the Borrowers directly receive any cash, checks, drafts or other remittances on or in respect of Accounts and/or the sale or lease of Inventory, the Borrowers shall promptly deliver the same to the Lender for deposit to the Collection Account. Pending such deposit, the Borrowers will not commingle any such cash, checks, drafts or other remittances with other funds and property but will hold them separate and apart in trust for the Lender subject to the security interests hereunder. Until such authority is terminated by the Lender pursuant to subsection (b) below, the Borrowers shall have the authority to withdraw funds from the Collection Account and use the same for the Borrowers’ general business purposes so long as such use is not inconsistent with the Monthly Remittance Conditions are satisfiedprovisions of this Agreement. Until an Event of Default exists or occurs, the Servicer shall not be required to remit such collections Lender, on each Business Day will apply all finally collected funds on deposit to the Collection Account to the unpaid principal amount of Advances then outstanding. (b) At any time while an Event of Default shall be continuing, the Lender may (1) terminate the authority of the Borrowers to receive electronic payments into the Operating Accounts, whereupon all Account Debtors shall be directed to remit all payments directly to the Collection Account, and (2) terminate the authority of the Borrowers to withdraw funds from the Collection Account whereupon (i) the Collection Account will automatically convert into an account over which the Lender has exclusive dominion, control and power of access and withdrawal, and, for that purpose, the Lender is hereby authorized to take all appropriate actions to block the Borrowers’ access to the Collection Account, including without limiting the generality of the foregoing, denying electronic access and returning unpaid any checks, drafts or other instruments theretofore or thereafter issued by the Borrowers and drawn upon the Collection Account, all without any liability whatsoever on the foregoing daily basis but shall be entitled part of the Lender to retain such collectionsthe Borrowers or to any other person for having done so, without segregation from its (ii) any cash, checks, drafts or other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections remittances on or in respect of Accounts and/or the related Collection Period sale or lease of Inventory received by the Borrowers and held in trust for the Lender as above provided shall be immediately delivered to the Lender for deposit to the Collection Account in immediately available funds. Commencing with precisely the first day form received, except for the addition thereto of the first Collection Period that begins endorsement of the Borrowers where required for collection of any such checks, drafts or other remittances which endorsement the Borrowers agree to make and with respect to such checks, drafts and other remittances the Borrowers waives notice of presentment, protest and non-payment and (iii) the Lender shall have the right at least two Business Days after the day on which any Monthly Remittance Condition ceases time and from time to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then time to apply funds held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead it in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding payment of all or any part of the foregoingObligations, so long as all Monthly Remittance Conditions are satisfiedwhether matured or unmatured, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time order and manner as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i)Lender may determine in its sole discretion. 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 KEYW and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account Subsidiaries Credit and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.Security Agreement

Collections. (a) Except as otherwise provided in this AgreementEach Brooke Party shall, the Servicer shall remit daily to the Collection Account extent such Brooke Party has the right or obligation to do so pursuant to the Related Documents (i) instruct all Obligors and all applicable insurance companies to make all payments received by or on behalf of the Obligors on or in respect of the Receivables Loans (including any Sales Commissions or other thancollateral securing any such Loan) (A) directly to the Master Receipts Trust Account or the Collection Account (if possible) or (B) if direct remittance to the Master Receipts Trust Account or the Collection Account is not possible, in to a Receipts Trust Account, (ii) cause all Collections remitted to each Receipts Trust Account to be deposited to the case Consolidated Receipts Trust Account within one Business Day of Precomputed Receivablesreceipt, payments constituting Payments Ahead(ii) and cause all Net Liquidation Proceeds Collections remitted to the Consolidated Receipts Trust Account to be remitted to the Master Receipts Trust Account within two Business Days after receipt thereof. Notwithstanding the foregoingof receipt, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections (iii) cause all Collections remitted to the Collection Master Receipts Trust 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 Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after of receipt thereofpursuant to, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfiedand in accordance with, the Servicer will not Master Agent Security Agreement, (iv) cause each Receipts Trust Account to be required to deposit Payments Ahead maintained solely in the Payahead name of the Master Agent and (v) cause the Master Receipts Trust Account within two Business Days after receipt thereof but shall and the Consolidated Receipts Trust Account to be entitled subject at all times to retain such Payments Aheada Trust Account Control Agreement. If any Collections are received by any Brooke Party or any of their respective Affiliates, without segregation from its other funds, until such time as the Master Agent Servicer shall cause such Collections to be required to remit Applied Payments Ahead remitted directly to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least not later than two Business Days after immediately following the day date of such Brooke Party’s or such Affiliate’s receipt of same, and, at all times prior to such remittance, such Brooke Party or such Affiliate shall hold such Collections in trust, for the exclusive benefit of the Agent on which behalf of the Secured Parties. The Master Agent Servicer agrees that it will use its best efforts (and will cause each of its Affiliates to use their best efforts) not to permit any Monthly Remittance Condition ceases check or other funds to be satisfied deposited into any Trust Account or the Collection Account other than (i) Collections on the Collateral, (ii) collections on other loans remitted to a Trust Account, but only to the extent such collections are subject to the Trust Account Intercreditor Agreement and for so long (iii) “Other Receipts” remitted to a Receipts Trust Account (as all Monthly Remittance Conditions such term is defined in the related Receipts Trust Agreement). To the extent any such “Other Receipts” or other funds that are not satisfiedCollections are deposited into any Trust Account, all Payments Ahead then held by the Master Agent Servicer shall promptly (and in any event within two Business Days) identify such funds and cause such funds to be immediately segregated from the Collections on the Collateral in accordance with the Master Agent Security Agreement. To the extent any funds other than Collections are deposited into the Payahead Account Collection Account, the Master Agent Servicer shall promptly (and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account in any event within two Business Days after receipt thereof. Days) identify such funds and notify the Agent of the same and direct the Agent to remit such funds the Person entitled thereto. The Agent may at any time following the occurrence of an Event of Default (cother than an Event of Default that has been waived in writing by the Agent) The Servicer shall give the Owner Trusteerequest each Brooke Party to, the Indenture Trustee and each Rating Agency written notice of Brooke Party thereupon promptly shall, direct all Obligors to remit all payments with respect to Loans and Other Conveyed Property with respect thereto to a new depository account or lock-box specified by the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule Agent (which may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Condition)new account shall, if so directed by the Servicer provides to the Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result Agent, be established in the qualification, reduction or withdrawal of the rating then assigned to any Class of NotesAgent’s own name).

Collections. (a) Except as otherwise provided in this Agreement, the The Servicer shall remit daily to the Collection Account all payments amounts received by or on behalf of the Obligors Servicer on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) including Liquidation Proceeds and all Net Liquidation Proceeds within two amounts received by the Servicer 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 Days Day after receipt thereof. Notwithstanding the foregoingsuch receipt; provided, however, that for so long as the Monthly Remittance Conditions are Condition shall be satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall may remit all such collections amounts received on or in respect of the related Receivables during any Collection Period to the Collection Account in immediately available fundsfunds on the related Deposit Date. Commencing with the first day As of the first Closing Date, the Servicer shall make remittances to the Collection Period that begins at least two Business Days after Account on a monthly basis. Neither Trustee shall be deemed to have knowledge of any event or circumstance under clause (i) or (ii) of the day on which any definition of the term "Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held Condition" that would require daily remittances by the Servicer shall be immediately deposited into to the Collection Account and unless such Trustee has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or a Responsible Officer of such Trustee has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all future collections amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all Net Liquidation Proceeds shall be remitted amounts received by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing connection 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 repossession and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing sale of a failed Monthly Remittance ConditionFinanced Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) as soon as practical after during the occurrence thereof. Notwithstanding period from but excluding the failure of any Monthly Remittance Condition, Cutoff Date to and including the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be second Business Day preceding 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 withdrawal of the rating then assigned to any Class of NotesClosing Date.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer The Borrower shall remit daily to the Collection Account cause all payments received by or on behalf of the Obligors on or from Account Debtors in respect of the Receivables (other than, in than Receivables originated by any Foreign Incorporated Subsidiary of the case of Precomputed Receivables, payments constituting Payments AheadBorrower) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not to be required to remit such collections remitted directly to the Collection Account on the foregoing daily basis but shall be entitled to retain such collectionsBorrower's lockbox maintained at Bank One, without segregation from its other funds, until the Business Day before each Payment 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 fundsLockbox No. 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 satisfied73267, all of which collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted to Account No. ▇▇▇▇▇▇▇ (the "Agent's Account") maintained by the Servicer Agent at Bank One for the benefit of the Holders of Secured Obligations. Any of the foregoing collections received by the Borrower or any of its Subsidiaries and not deposited as set forth in the preceding sentence shall be deemed to have been received by the Borrower and/or such Subsidiary as the Agent's trustee, and, upon the receipt thereof, the Borrower shall promptly transfer or cause such Subsidiary to promptly transfer all such amounts to the Collection Borrower's lockbox maintained at ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇ or the Agent's Account on a daily basis within two Business Days after receipt thereoffor application as set forth in this Section 2.23. The Borrower may from time to time request that the Agent make disbursement of amounts held in the Agent's Account, and the Agent shall make such disbursements, in an amount not in excess of the total disbursements for the then current calendar week as set forth in the Borrower's cash flow budget attached as Exhibit C to the Forbearance Agreement and Amendment No. 7 to this Agreement (the "Cash Flow Budget"); provided, that the excess of all budgeted disbursements for any calendar week over the amount of actual disbursements for such calendar week shall be added to the amount of total disbursements budgeted in the Cash Flow Budget for the next succeeding calendar week and any unused portion of such excess can be utilized during any subsequent period. (be) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day 7.2(M) of the first Collection Period that begins at least two Business Days after Credit Agreement is deleted in its entirety and the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.following is substituted therefor:

Collections. (a) Except Pursuant to the Indenture, the Indenture Trustee has established the Servicing Account. The Servicer shall make deposits to and transfers from the Servicing Account, and shall be entitled to make withdrawals therefrom, as otherwise provided in this Agreement, the . The Servicer shall remit daily to the Collection Servicing Account all payments received by or on behalf of the Obligors on or in respect of the Receivables Contracts (other than, in the case of Precomputed Receivables, payments than amounts constituting Payments AheadAdministrative Fees) and all Net Liquidation Proceeds within two (including (1) proceeds of Insurance Policies to be treated as such in accordance with Section 3.4 and (2) deficiency amounts paid by the Servicer with respect to the disposition of Equipment to be treated as such in accordance with the last paragraph of Section 3.3) received by the Servicer, in each case, as soon as practicable, but in no event later than the second Business Days Day after receipt thereof. Notwithstanding Within three Business Days after the foregoing, for so long as the Monthly Remittance Conditions are satisfieddeposit of such payments and proceeds therein, the Servicer shall not be required transfer all amounts credited to remit the Servicing Account on account of such collections payments and proceeds (i) to the extent they constitute Pledged Revenues, to the Collection Account on the foregoing daily basis but shall be entitled to retain such collectionsAccount, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period and (ii) to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer extent they represent amounts allocated to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this AgreementDepositor, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii)Depositor. Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior acceptable to the failure of such Monthly Remittance Condition), Servicer 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 downgrading or withdrawal by the Rating Agency of the rating then assigned to the Notes. Amounts from time to time in the Servicing Account shall be invested in accordance with Section 8.07 of the Indenture, and the Servicer shall be entitled to any Class earnings on such investments as additional servicing compensation hereunder. In the event of Notesany losses on such investments, the Servicer shall deposit in the Servicing Account the amount thereof, net of any earnings otherwise distributable to the Servicer. (b) The Servicer shall remit to the Collection Account (i) that portion of any Purchase Amount relating to the Required Payoff Amount received by the Servicer upon the purchase by TCC of any Contract pursuant to Section 2.6(a), and (ii) that portion of the amount paid by the Depositor to purchase the Contracts pursuant to Section 5.1 as is required to be deposited in the Collection Account pursuant to such Section. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Servicing Account or the Collection Account with respect to a Collection Period for amounts previously deposited in the Servicing Account or the Collection Account but later determined by the Servicer in good faith to (i) have resulted from mistaken deposits or postings or checks returned for insufficient funds, or (ii) be required to be repaid to an Obligor. The amount to be reimbursed hereunder may be retained pursuant to Section 4.4 at any time or may otherwise be paid to the Servicer on the related Payment Date pursuant to Section 8.03(i) of the Indenture upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee as may be necessary to verify the accuracy of such certification. (d) The Servicer shall remit directly to the Depositor that portion of any Purchase Amount relating to the Book Value of any Leased Equipment received by the Servicer upon the purchase by TCC of any Contract pursuant to Section 2.6(a).

Collections. (a) Except as otherwise provided in this Agreement, the The Master Servicer shall remit daily to the Collection Account all payments amounts received by or on behalf of the Obligors Master Servicer on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all including Net Liquidation Proceeds within two and all amounts received by the Master Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Days Day after receipt thereof. Notwithstanding the foregoingsuch receipt; provided, however, that for so long as the Monthly Remittance Conditions are Condition shall be satisfied, the Master Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall may remit all such collections amounts received on or in respect of the related Receivables during any Collection Period to the Collection Account in immediately available fundsfunds on the related Deposit Date. Commencing with the first day As of the first Collection Period that begins at least two Business Days after Closing Date, 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 Master Servicer shall be immediately deposited into make remittances to the Collection Account and on a monthly basis. Neither Trustee shall be deemed to have knowledge of any event or circumstance under clause (i) or (ii) of the definition of the term "Monthly Remittance Condition" that would require daily remittances by the Master Servicer to the Collection Account unless such Trustee has received notice of such event or circumstance from the Depositor or the Master Servicer in an Officer's Certificate or from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or a Responsible Officer of such Trustee has actual knowledge of such event or circumstance. If the Master Servicer shall fail to satisfy the Monthly Remittance Condition, the Master Servicer shall remit to the Collection Account on the Closing Date all future collections amounts received by the Master Servicer on or in respect of the Receivables and all (including Net Liquidation Proceeds shall be remitted and all amounts received by the Master Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date. If the Master Servicer shall satisfy the Monthly Remittance Condition, the Master Servicer shall remit to the Collection Account on a daily basis within two Business Days after receipt thereof. the related Deposit Date for the initial Collection Period, all amounts received by the Master Servicer on or in respect of the Receivables (b) Except as otherwise provided including Net Liquidation Proceeds and all amounts received by the Master Servicer in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing connection with the first repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the last day of the first initial Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereofPeriod. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as (i) 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 Default shall have occurred and be continuing (collectively, the "Monthly Remittance Conditions are satisfiedConditions"), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition Conditions is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i5.06(a)(ii). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of NotesNotes or the Certificates.

Collections. (a) Except Upon establishment of the Lock-Box Account in accordance with Section 9.01(a), the Servicer shall use reasonable efforts to cause the Lock-Box Processor to transfer any payments in respect of the Receivables from or on behalf of Obligors received in the Lock-Box to the Lock-Box Account on the Business Day on which such TRUST AND SERVICING AGREEMENT payments are received, pursuant to the Lock-Box Agreement. Within two Business Days of receipt of such funds into the Lock-Box Account, the Servicer shall cause the Lock-Box Bank to transfer available funds related to the Receivables from the Lock-Box Account to the Collection Account, and if such funds are not available funds, as otherwise provided in this Agreementsoon thereafter as they clear (i.e., become available for withdrawal from the Lock-Box Account). In addition, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in received by the Servicer with respect of to the Receivables (other thanthan Purchased Receivables), in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Proceeds, insurance proceeds and other collections from whatever source, no later than the second Business Days after Day following receipt thereofinto the Lock-Box Account or the Collection Account, as applicable. Notwithstanding On the foregoing, for so long as the Monthly Remittance Conditions are satisfiedClosing Date, the Servicer shall not be required to remit such collections to deposit in 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 Payment Date at which time the Servicer shall remit all such collections in amounts received with respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of Receivables during 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 and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereofPeriod. (b) Except as otherwise provided in this Agreement, the Servicer The Indenture Trustee shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereofany funds received from the Collateral Agent, which from the Spread Account or in respect of funds drawn under the Policy from the Insurer, provided that such funds may only be applied to cover Deficiency Claim Amounts and Scheduled Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long (as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead defined in the Payahead Policy) on the related Payment Date. (c) At any time, SST as successor Servicer may direct the Indenture Trustee to withdraw from the Collection Account within two Business Days after receipt thereof but and pay to SST amounts necessary to reimburse it for any unreimbursed out-of-pocket expenses incurred in connection with a liquidation of Receivables (provided that SST shall be entitled to retain recoup such Payments Ahead, without segregation expenses only upon liquidation of the related Receivable); such payments to be made prior to any distributions under Section 8.05 of the Indenture; provided that no amounts may be withdrawn from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to this Section 5.06(a)(i9.03(c) to the extent such withdrawal, when added to all previous withdrawals pursuant to this Section 9.03(c). Commencing with , would exceed the first day aggregate amount of the first Collection Period Liquidation Proceeds related to all Receivables that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately have been deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereofCollection Account. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. The Borrower and the Seller shall cause, either directly or by causing the Servicer or another Person to cause: (a1) Except as otherwise provided in subject to the terms of the Lease Administration Agreement, all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times, to the Lease Administration Agreement. If any Lock-Boxes or Collection Accounts are established or changed after the date of this Agreement, the Servicer shall remit daily Borrower will provide to the Administrative Agent, substantially contemporaneously with the proposed effective date therefor, (i) written notice of such addition or change, and (ii) a joinder or amendment to the Lease Administration Agreement with respect to any new Lock-Box or Collection Account. In the event any payments relating to the Collateral are remitted directly to the Borrower or any Affiliate of the Borrower, such Person will remit (or will cause all such payments to be remitted) directly to a Collection Bank for deposit into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, such Person will itself hold or, if applicable, will cause such payments received by or on behalf to be held in trust for the exclusive benefit of the Obligors on Administrative Agent and the Lenders. The related Collection Bank will maintain exclusive dominion and control (subject to the terms of this Agreement and the Lease Administration Agreement) of each Lock-Box and Collection Account and shall not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except, subject to the terms of the Lease Administration Agreement, to the Administrative Agent as contemplated by this Agreement and the Security Agreement; provided, however, that nothing herein shall be deemed to preclude the Borrower from granting the Servicer access to the Lock-Boxes and Collection Accounts, or the ability to direct disposition of the funds held therein, for purposes consistent with the terms of the Railcar Management Agreement and this Agreement prior to occurrence of an Early Amortization Event or a Servicer Replacement Event. Borrower shall take all necessary action to ensure any payments deposited into a Collection Account in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions Collateral are satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Cash Collateral Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing accordance with the first day terms of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice Lease Administration Agreement. Table of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.Contents

Collections. (a) Except as otherwise provided in this AgreementAs of the Initial Closing Date, the Sub- Servicers, or the Servicer on their behalf, shall remit daily have instructed all Obligors to the Collection Account make all payments received by or on behalf of the Obligors on or in respect of the Receivables to a Lockbox, a Lockbox Account, the Collection Concentration Account or the Collection Account (other thanexcept to the extent that any Servicing Party, as of such date, in the normal course of its business and consistent with past practices has permitted such Obligors to remit payments to a Collector), and such instructions thereafter shall continue to be in full force and effect. Each Servicing Party is hereby authorized to collect payments in accordance with the foregoing sentence. Each Servicing Party, as applicable, also shall have established separate collection systems that ensure that payments in respect of Excluded Receivables shall at all times remain separate from payments in respect of the Receivables. Any payments collected by a Collector shall be deposited (i) in the case of payments collected by a Daily Collector, into a Lockbox Account within one Business Day following receipt thereof and (ii) in the case of payments collected by a Remote Collector, into an Eligible Segregated Account of the related Seller within two Business Days following receipt thereof; PROVIDED that if the aggregate amount of Collections made by Remote Collectors during any Settlement Period exceeds an amount equal to 25% of the aggregate amount of all Collections made during such Settlement Period, then the Servicer shall take all actions reasonably necessary to reduce the aggregate amount of Collections made by Remote Collectors during each subsequent Settlement Period below an amount equal to 25% of the aggregate amount of all Collections made during such subsequent Settlement Period. The amounts on deposit in each Eligible Segregated Account shall be transferred, in accordance with the instructions set forth in the applicable Eligible Segregated Account Bank Acknowledgement delivered pursuant to subsection 2.3(b)(ii), to the Collection Concentration Account or to the designated Lockbox Account, as the case may be, (x) on any Business Day on which the amount on deposit in such Eligible Segregated Account exceeds $25,000 and (y) in any event, no less frequently than once each week on the same Business Day (as to each Eligible Segregated Account Bank) of each calendar week (unless, in the case of Precomputed Receivablesthis clause (y), payments constituting Payments Aheadas of such day there has been a transfer pursuant to clause (x) and all Net Liquidation Proceeds within two the past six Business Days after Days). All Collections received in a Lockbox shall, within one Business Day of receipt thereof, be deposited in a Lockbox Account. Notwithstanding All immediately available funds deposited in a Lockbox Account shall be transferred by the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections relevant Lockbox Processor within one Business Day of receipt thereof 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 Payment Date at which time the Servicer shall remit all such collections Concentration Account. Except as permitted in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day sentence of this subsection 2.3(a), in the first Collection Period event 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 payments in respect of the Receivables are made directly to any Servicing Party (including, without limitation, any employees thereof or independent contractors employed thereby), such Servicing Party shall, within one Business Day of receipt thereof, forward such amounts to a Lockbox, a Lockbox Account or the Collection Concentration Account (including by depositing instruments evidencing any such amounts into any such account) and, prior to forwarding such amounts, such Servicing Party shall hold such payments in trust as custodian for the Trustee. Each of the Company and each Servicing Party represents, warrants and agrees that all Net Liquidation Proceeds Collections shall be remitted collected, processed and deposited by it pursuant to, and in accordance with the Servicer to terms of, the Collection Account on a daily basis within two Business Days after receipt thereofPooling and Servicing Agreements. (bi) Except Each Lockbox Agreement shall provide that the Lockbox Processor thereunder is irrevocably directed, and such Lockbox Processor irrevocably agrees, to (i) deposit funds received in the Lockbox directly into the Lockbox Account and (ii) transfer immediately available funds on deposit in the Lockbox Account within one Business Day of receipt thereof to the Trustee for deposit in the Collection Account. Each Lockbox Agreement shall be substantially in the form of either Exhibit A-1 or Exhibit A-2 to the Pooling Agreement or in such form as otherwise provided the Lockbox Processor party thereto employs in the ordinary course of its business for transactions of a type similar to the one contemplated by this Agreement. A new Lockbox Account may be designated by the Company and the Servicer; PROVIDED that the Lockbox Processor chosen to maintain such new Lockbox Account shall have entered into a Lockbox Agreement with the Company, the Servicer and the Trustee. The Company or the Servicer shall deposit all Payments Ahead in notify each Rating Agency of the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred designation of a new Lockbox Account. Prior to any resignation of the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding Lockbox Processor or termination of the foregoing, so long as all Monthly Remittance Conditions are satisfiedLockbox Processor by the Company or the Trustee, the Servicer will not be required hereby agrees to deposit Payments Ahead obtain a replacement Lockbox Processor, the unsecured and uncollateralized obligations of which (or of its holding company parent) are rated in one of the three highest long-term or short-term rating categories by each Rating Agency rating such replacement Lockbox Processor, to serve under a Lockbox Agreement which is reasonably acceptable to the Trustee. (ii) As of the Initial Closing Date, there shall have been established by the applicable Sub-Servicers and the Company one or more segregated bank accounts (each, an "ELIGIBLE SEGREGATED ACCOUNT") in the Payahead name of the Company, in respect of which each of the following shall apply: (A) the Company shall have given the Eligible Segregated Account within two Business Days after receipt thereof but shall be entitled to retain Bank maintaining each such Payments AheadEligible Segregated Account, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead with a copy to the Collection Account pursuant to Section 5.06(a)(i). Commencing with Trustee, standing irrevocable instructions governing the first day transfer of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof.available funds on (c) The Servicer Trustee shall give administer amounts on deposit in the Owner TrusteeCollection Concentration Account and the Collection Account, and the Servicer, on behalf of the Trust, shall administer amounts on deposit in the Lockbox Accounts, in each case in accordance with the terms of the Pooling and Servicing Agreements. Each of the Company and each Servicing Party acknowledges and agrees that (i) it shall not have any right to withdraw any funds on deposit in the Collection Account, the Indenture Trustee Collection Concentration Account or any Lockbox Account and each Rating Agency written notice (ii) all amounts deposited in the Collection Account, the Collection Concentration Account or any Lockbox Account shall be under the sole dominion and control of the failure Trustee (subject to the Servicer's right to direct the application of such amounts as provided by the terms of any Monthly Remittance Condition Pooling and Servicing Agreement). (and any subsequent curing of a failed Monthly Remittance Conditiond) as As soon as practical after practicable but in any event not later than the occurrence thereof. Notwithstanding Business Day following the failure date that the Servicer determines, identifies and certifies in writing to the Trustee that any of the collected funds received in any Monthly Remittance Conditionof the Lockboxes, the Servicer may utilize an alternative collection Lockbox Accounts, the Collection Concentration Account or Payment Ahead remittance schedule (the Collection Account do not constitute Collections on account of the Receivables, such monies which may do not constitute such Collections shall be the remittance schedule previously utilized prior remitted to the failure of such Monthly Remittance Condition), if the Servicer provides applicable Seller to the Owner Trustee extent such determination and Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result identification is reasonably satisfactory to the Trustee. (e) All collections received or deposited in the qualificationCollection Account as "Collections" shall be deemed, reduction or withdrawal for purposes of the rating then assigned Transaction Documents, to any Class have been received or deposited as of Notesthe Business Day Received (as defined in the immediately succeeding sentence). As used herein, the term "BUSINESS DAY RECEIVED" shall mean (i) if funds are deposited in the Collection Account by 3:00 p.m., New York City time, such day of deposit and (ii) if funds are deposited in the Collection Account after 3:00 p.m., New York City time, the Business Day next following such day of deposit.

Collections. Lender shall have the exclusive right to receive all Collections on all Receivables. Each Borrower shall (ai) Except immediately notify, transfer and deliver to Lender all Collections such Borrower receives, (ii) deliver to Lender a detailed cash receipts journal on Friday of each week until the lockbox is operational, and (iii) immediately enter into a collection services agreement acceptable to Lender (the “Lockbox Agreement”). Each Borrower shall use the lockbox address as otherwise provided in the remit to and payment address for all of such Borrower’s Collections and it will be considered an immediate Event of Default if this does not occur or the lockbox is not operational within 60 days of the date of this Agreement. Lender shall credit Collections with respect to Receivables received by Lender to Borrowers’ Account Balance within three business days of the date received; provided that upon the occurrence and during the continuance of any Default, Lender may apply all Collections to the Obligations in such order and manner as Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collection is not honored or Lender does not receive good funds for any reason, the Servicer amount shall remit daily be included in the Account Balance as if the Collections had not been received and Finance Charges shall continue to accrue thereon. All Collections received to the Collection Account all payments lockbox or otherwise received by or on behalf of Lender will, until credited as above provided, be deposited to a non-interest bearing cash collateral account maintained with Lender and Borrowers will not have access to that account. Lender shall have, with respect to any goods related to the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) all the rights and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding remedies of an unpaid seller under the foregoingUCC and other applicable law, for so long as including the Monthly Remittance Conditions are satisfiedrights of replevin, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collectionsclaim and delivery, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections reclamation and stoppage in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereoftransit. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, the The Servicer shall remit daily within two Business Days of receipt thereof to the Collection Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables (other than, in the case of Precomputed than Purchased Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereofProceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Monthly Remittance Conditions Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) there exists no Insurer Default, (iv) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies and the Security Insurer, then the Representative’s) short term obligations are satisfiedrated at least “A 1” by Standard & Poor’s and “Prime 1” by Moody’s and (v) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are 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 not be required 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 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 Payment 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 fundsimmediately. 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 Pending deposit thereof into the Collection Account Account, the Servicer may use or invest collections at its own risk and all future 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 or in behalf of Obligors” shall mean payments made with respect of to the Receivables and all Net Liquidation Proceeds shall be remitted by Persons other than the Servicer to or the Collection Account on a daily basis within two Business Days after receipt thereofSeller. (b) Except as otherwise provided in this Agreement, the The Servicer shall will be entitled to be reimbursed from amounts on deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred with respect to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all a Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead Period for amounts previously deposited in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted 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 Payahead Account within two Business Days after receipt thereof. 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 (cunless an Insurer Default shall have occurred and be continuing) The Servicer shall give the Owner TrusteeTrustee notice to such effect, following receipt of which the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of shall not make a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, distribution to the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to the failure in respect of such Monthly Remittance Conditionamount pursuant to Section 5.6(a)(i), or if the Servicer provides prior thereto has been reimbursed pursuant to Section 5.6(a)(i) or Section 5.9, the Trustee shall withhold such amounts from amounts otherwise distributable to the Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in Servicer on the qualification, reduction or withdrawal of the rating then assigned to any Class of Notesnext succeeding Distribution Date.

Collections. (a) Except as otherwise provided in this Agreement, the The Servicer shall remit daily within two Business Days of receipt thereof to the Collection Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables Trust Student Loans (other thanthan Purchased Student Loans), in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds Proceeds, both as collected during the Collection Period, and the Eligible Lender Trustee shall remit within two Business Days after of receipt thereofthereof to the Collection Account any Interest Subsidy Payments and Special Allowance Payments received by it with respect to the Trust Student Loans during the Collection Period. Notwithstanding the foregoing, for so long as (a) the Monthly Remittance Conditions senior unsecured obligations of the Administrator (or any affiliate of the Administrator which guarantees the obligations of the Administrator hereunder) are satisfiedthen assigned a long-term rating of not less than "AA-" (or an equivalent rating) or a short-term rating of not less than "A-1" (or an equivalent rating) by each of the 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, and (b) no Administrator Default shall have occurred and be continuing, the Servicer and the Eligible Lender Trustee shall not be required to remit such collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections into the Collection Account until one Business Day immediately prior to the next following Monthly Servicing Payment Date (in an amount up to the Servicing Fee then due) or Distribution Date together with interest on the foregoing such amounts (less Servicing Fees paid during such period) calculated on a daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time first day of the Servicer shall remit all such collections in respect month following receipt thereof by the Administrator through the last day of the related Collection Period at a rate equal to no less than the Collection Account in immediately available fundsFederal Funds Rate less 0.20%. Commencing with In the first day event that the Administrator (and each such Affiliate which guarantees the obligations of the first Collection Period that begins at least two Business Days after Administrator) is rated below "AA-" and "A-1" by S&P, the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, Administrator shall deposit all such collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections 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 S&P's then-current ratings on or in respect the Notes. In the event that any of the Receivables and all Net Liquidation Proceeds foregoing conditions for ceasing daily remittances shall no longer be remitted by satisfied, then the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer Administrator shall deposit all Payments Ahead in collections held by it into the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Actuarial Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, the The Servicer shall remit daily all payments by or on behalf of the Obligors received by the Servicer with respect to the Receivables (other than Purchased Receivables) and all Liquidation Proceeds directly into the Local Collection Accounts on the Business Day of receipt, and the Local Banks shall deposit all such payments on the Receivables into the [____________] Collection Accounts no later than the Business Day following receipt of such payments. The [____________] Collection Banks shall deposit all such payments on the Receivables into the Collection Account one Business Day following receipt of such payments. Within one Business Day of the initial issuance of the Certificates, the Local Banks shall deposit into the [____________] Collection Accounts the foregoing amounts received during the current Collection Period through such date of issuance and the [____________] Banks shall deposit the foregoing amounts no later than the Business Day after receipt of such payments into the Collection Account. On the Closing Date, the Servicer, the Originators, the Seller or the Depositor shall deposit into the Local Collection Accounts all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net any Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding received by the foregoing, for so long as the Monthly Remittance Conditions are satisfiedOriginators, the Seller, the Depositor or the Servicer shall not be required to remit such collections after the Cut-Off Date and any Compensating Interest on or prior to the Collection Account second Business Day immediately preceding the Closing Date. The Local Banks shall deposit all such payments on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until Receivables and any Compensating Interest into the [____________] Collection Accounts no later than the Business Day before each Payment Date at which time after receipt of such payments and the Servicer [____________] Banks shall remit deposit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited payments into the Collection Account and all future collections on or in respect of no later than the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days Day after receipt thereofof such payments. (b) Except as otherwise provided in this Agreement, the The Servicer shall will be entitled to be reimbursed from amounts on deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred with respect to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead a Collection Period for amounts previously deposited in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted 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 Payahead Account within two Business Days after receipt thereof. Servicer on the related Distribution Date pursuant to Section 5.5(b)(i) upon certification by the Servicer of such amounts and the provision of such information to the Trustee and the Certificate Insurer as may be necessary in the opinion of the Trustee and the Certificate Insurer to verify the accuracy of such certification. In the event that the Certificate Insurer has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to this Section 5.2(b), the Certificate Insurer shall (cunless an Insurer Default shall have occurred and be continuing) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice to such effect, following receipt of which the failure of any Monthly Remittance Condition (and any subsequent curing of Trustee shall not make a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, distribution to the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to the failure in respect of such Monthly Remittance Condition)amount pursuant to Section 5.5, or if the Servicer provides prior thereto has been reimbursed pursuant to Section 5.5 or Section 5.6, the Trustee shall withhold such amounts from amounts otherwise distributable to the Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in Servicer on the qualification, reduction or withdrawal of the rating then assigned to any Class of Notesnext succeeding Distribution Date.

Collections. (a) Except On or prior to the Closing Date, each Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name "Capmark Finance Inc., as otherwise provided in this AgreementCapmark Master Servicer for Wells Fargo Bank, National Associat▇▇▇, as Trustee for the Holders of Morgan Stanley Capital I Inc., Comm▇▇▇▇▇▇ ▇▇▇▇▇▇▇e Pass-Through Certificates, Series 2007-IQ15," and "Prudential Asset Resources, Inc., as Prudential Master Servicer for Wells Fargo Bank, National Associat▇▇▇, as Trustee for the Holders of Morgan Stanley Capital I Inc., Comm▇▇▇▇▇▇ ▇▇▇▇▇▇▇e Pass-Through Certificates, Series 2007-IQ15" (collectively, or individually, as the case may be, the "Certificate Account"). The Capmark Master Servicer shall remit daily maintain the Certificate Account with respect to the Collection Mortgage Loans other than the Prudential Loans, and the Prudential Master Servicer shall maintain the Certificate Account all payments received by with respect to the Prudential Loans other than the Non-Trust Serviced Mortgage Loan. On or on behalf of prior to the Obligors on or Closing Date, in respect of the Receivables (other thanInterest Reserve Loans, the Paying Agent 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 "U.S. Bank National Association as Paying Agent on behalf of Wells Fargo Bank, National Associat▇▇▇, as Trustee, in trust for the case Holders of Precomputed ReceivablesMorgan Stanley Capital I Inc., payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding Comm▇▇▇▇▇▇ ▇▇▇▇▇▇▇e Pass-Through Certificates, Series 2007-IQ15" (the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof"Interest Reserve Account"). (b) Except as otherwise provided in this Agreement, On or prior to the date a Master Servicer shall initially deposit all Payments Ahead funds in the Collection Account within two Business Days after receipt thereofa Certificate Account, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Master Servicer shall give to the Owner Trustee, Paying Agent and the Indenture Trustee and each Rating Agency prior written notice of the failure name and address of any Monthly Remittance Condition (the depository institution(s) at which such accounts are maintained and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to the failure account number of such Monthly Remittance Conditionaccounts. The Master Servicers shall take such actions as are necessary to cause any depository institution holding a Certificate Account to hold such accounts in the name of the applicable Master Servicer as provided in Section 5.1(a), if the Servicer provides subject to the Owner Trustee such Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the qualification, reduction or investments and its rights of withdrawal of the rating then assigned to any Class of Notesunder this Agreement.

Collections. (a) Except as otherwise provided in this Agreementfor the Hawker Account, the Servicer shall remit daily to each of the Collection Account all payments received by Accounts is maintained either in the name of Seller or on behalf in the name of the applicable Originator as a servicer for Seller and is listed on Schedule B hereto. Seller (or the Master Servicer on its behalf) shall, and shall cause the applicable Originator to, at all times, instruct all Obligors to deliver payments on or in respect of the Receivables (other thanto a Collection Account that, except in the case of Precomputed Receivablesthe Hawker Account, payments constituting Payments Aheadis subject to a Control Agreement, or to a Lock-Box that clears through a Collection Account that, except in the case of the Hawker Account, is subject to a Control Agreement. Seller (or the Master Servicer on its behalf) shall, and all Net Liquidation Proceeds shall cause the applicable Originator to promptly (but in any event within two (2) Business Days after receipt and identification) remit all Collections received by them to a Collection Account that, except in the case of the Hawker Account, is subject to a Control Agreement. Seller (or the Master Servicer on its behalf) shall, and shall cause the applicable Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Receivables and transfer such Collections to a Collection Account. Seller will not authorize funds other than Collections to be deposited into any Collection Account. If such other funds are nevertheless deposited into any Collection Account, Seller (or the Master Servicer on its behalf) will within two (2) Business Days of obtaining knowledge thereof, identify and transfer such funds to the Person entitled to such funds. Notwithstanding Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Bank to those listed on Schedule B to this Agreement if the foregoingAdministrative Agent has received notice of such addition and, for so long as with respect to a Collection Account, an executed and acknowledged copy of a Control Agreement (or an amendment thereto) in form and substance acceptable to the Monthly Remittance Conditions are satisfied, Administrative Agent from the Servicer applicable Collection Bank. Seller shall only terminate a Control Agreement or close a Collection Account (or a related Lock-Box) with the prior written consent of the Purchasers (which consent shall not be required unreasonably withheld or delayed). All Collections received in the Hawker Account shall be swept each Business Day to remit such collections to the a Collection Account on the foregoing daily basis but shall be entitled that is subject to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereofControl Agreement. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. The Seller shall instruct all Obligors, or cause the Originators to instruct, all Obligors to pay all Collections directly to a segregated lock-box or other Collection Account listed on Exhibit III, each of which is subject to a Collection Account Agreement. In the case of payments remitted to any such lock-box, the Seller shall cause all proceeds from such lock-box to be deposited directly by a Collection Bank into a Collection Account listed on Exhibit III, which is subject to a Collection Account Agreement. The Seller shall maintain exclusive dominion and control (a) Except as otherwise provided in subject to the terms of this Agreement) to each such Collection Account. In the case of any Collections received by the Seller or any Originator, the Servicer Seller shall remit daily (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 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 Collection Account all payments received by or on behalf satisfaction of the Obligors on Servicer, to not constitute Collections or in respect other proceeds of the Receivables (other than, in or the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfiedRelated Security, the Servicer Seller shall not be required to promptly remit such collections items to the Collection Account on Person identified to it as being the foregoing daily basis but shall be entitled owner of such remittances. From and after the date the Administrative Agent (at the direction of any Co-Agent) delivers to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect any of the related Collection Period to the Banks a Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account Notice pursuant to Section 5.06(a)(ii)6.3, any Agent may request that the Seller, and the Seller thereupon promptly shall and shall direct the Originators to, direct all Obligors on Receivables to remit all payments thereon to a new depositary account (the “New Concentration Account”) specified by the Administrative Agent and, at all times thereafter the Seller shall not deposit or otherwise credit, and shall not permit any Originator or any other Person to deposit or otherwise credit to the New Concentration Account any cash or payment item other than Collections. Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfiedAlternatively, the Servicer will not be required Administrative Agent may request that the Seller, and the Seller thereupon promptly shall, direct all Persons then making remittances to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the any Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day listed on Exhibit III which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions remittances are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer payments on Receivables to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of deliver such remittances to a failed Monthly Remittance Condition) as soon as practical after the occurrence thereoflocation other than an account listed on Exhibit III. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.THIRD AMENDED AND RESTATED RPA

Collections. (a) Except as otherwise provided in this Agreement, the The Servicer shall remit daily within two (2) ----------- Business Days of receipt thereof to the Collection Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables (other than, in the case of Precomputed than Purchased Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereofProceeds, both as collected during the Collection Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfiedFor purposes of this Article V, the Servicer phrase "payments by or on behalf of Obligors" shall not be required to remit such collections mean payments made with respect to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its Receivables by Persons other funds, until the Business Day before each Payment Date at which time than the Servicer shall remit all such collections in respect of or the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereofSeller. (b) Except as otherwise provided in this Agreement, the The Servicer shall will be entitled to be reimbursed from amounts on deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred with respect to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead a Collection Period for amounts previously deposited in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted 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 Payahead Account within two Business Days after Servicer on the related Payment Date pursuant to Section 5.6(a) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Insurer as may be necessary in the opinion of the Insurer to verify the accuracy of such certification. In the event that the Insurer has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to Section 5.2(b), the Insurer (unless an Insurer Default shall have occurred and be continuing) shall give the Indenture Trustee notice to such effect following receipt thereofof which the Indenture Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 5.6, or if the Servicer prior thereto has been reimbursed pursuant to Section 5.6 or Section 5.9, the Indenture Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Payment Date. (c) The If at any time the percentage of Obligors using the automated payment option, which percentage shall be the equivalent of a fraction, the numerator of which is the aggregate Principal Balance of such Obligors' Receivables calculated as of the last day of the immediately preceding Collection Period and the denominator of which is the Aggregate Principal Balance calculated as of the last day of the immediately preceding Collection Period, is below 75%, then the Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice cause all payments by or on behalf of the failure of any Monthly Remittance Condition (and any subsequent curing of Obligors that are not using the automated payment option to be deposited into a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior lockbox account established at a depository institution acceptable 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 withdrawal of the rating then assigned to any Class of NotesInsurer.

Collections. (a) Except as otherwise provided in this AgreementThe Servicer shall, the Servicer and shall cause any subservicer to, remit daily within two Business Days of receipt thereof to the Collection Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereofProceeds, both as collected during the Collection Period. Notwithstanding the foregoing, for so long as as: (i) CNHCA remains the Monthly Remittance Conditions Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are satisfiedcomplied with), the Servicer shall not be required to remit such collections with respect 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 Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account on the Transfer Date immediately following the end of such Collection Period. For purposes of this Article V, the phrase “payments by or on behalf of the Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. On any Payment Date, with respect to which the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in immediately available funds. Commencing its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay to the Backup Servicer, in its capacity as Successor Servicer, the sum of any accrued amounts expended by such Successor Servicer in connection with the first day liquidation of any Liquidated Receivables, but solely to the first extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer pursuant to this Section 5.3; provided that, the amount that such Successor Servicer may withdraw from the Collection Account pursuant to this Section 5.3 on any Payment Date shall not exceed the aggregate amount of Liquidation Proceeds collected during the related 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 and all Net Liquidation Proceeds prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized made 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 withdrawal of the rating then assigned to any Class of Notesdistributions under Section 5.6.

Collections. (a) Except Lender shall have the exclusive right to receive all Collections on all Receivables. Borrower shall (i) promptly notify, transfer and deliver to Lender all Collections Borrower receives for deposit into the Collection Account, (ii) deliver to Lender a detailed cash receipts journal on Friday of each week until the Lockbox is operational, and (iii) continue to be party to a collection services agreement acceptable to Lender (the “Lockbox Agreement”) pursuant to which all Collections received in the Lockbox shall be deposited into the Collection Account. Borrower shall use the Lockbox address as otherwise provided in this Agreementthe remit to and payment address for all of Borrower’s Collections from Account Debtors, and Borrower shall instruct all Account Debtors to make payments either directly to the Servicer shall remit daily Lockbox for deposit by Lender directly to the Collection Account all Account, or instruct them to deliver such payments received to Lender by wire transfer, ACH, or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, means as Lender may direct for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections deposit to the Lockbox or Collection Account on the foregoing daily basis but Account. (b) Lender shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit transfer all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately Collections deposited into the Collection Account and all future collections on or in respect to ▇▇▇▇▇▇▇▇’s account within three business days of the Receivables date received; provided that upon the occurrence and during the continuance of any Default, Lender may apply all Net Liquidation Proceeds Collections to the Obligations in such order and manner as Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender does not receive good funds for any reason, any amount previously transferred to Borrower’s Account or applied to the Account Balance shall be remitted by reversed as of the Servicer date transferred or applied, as applicable, and, if applied to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this AgreementBalance, the Servicer Finance Charge will accrue as if the Collections had not been so applied. Lender shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereofhave, which Payments Ahead shall be transferred with respect to any goods related to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfiedReceivables, all Payments Ahead then held by the Servicer shall be immediately deposited into rights and remedies of an unpaid seller under the Payahead Account UCC and all future Payments Ahead shall be remitted by other applicable law, including the Servicer rights of replevin, claim and delivery, reclamation and stoppage in transit, in each case, subject to the Payahead Account within two Business Days after receipt thereofapplicable law. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "Wells Fargo Bank, National Association, as otherwise Master Servicer for L▇▇▇▇▇e Bank National Association, as Trustee for the Holders of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through ▇▇▇▇▇▇i▇▇▇▇▇, Series 2006-HQ10" (the "Certificate Account"). On or prior to the 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 "Wells Fargo Bank, National Association, as Master Servicer for L▇▇▇▇▇e Bank National Association, as Trustee for the Holders of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through ▇▇▇▇▇▇i▇▇▇▇▇, Series 2006-HQ10" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its applicable Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) On the Closing Date, the Master Servicer shall remit daily deposit the Initial Deposit delivered to it by the Collection Depositor on that date into the Certificate Account. The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account all payments received by or on behalf of the Obligors on or in respect of the Receivables Business Day following receipt (other thanor, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required an inadvertent failure to remit make such collections to the Collection Account deposit 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 Payment Date at which time following receipt, within 3 Business Days of discovery of such failure and in the Servicer shall remit all such collections in respect case of unscheduled remittances of principal or interest, on the Business Day following identification of the related Collection Period proper application of such amounts), the following amounts received by it (including amounts remitted to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held Master Servicer by the Special Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead from an REO Account pursuant to Section 5.06(a)(ii9.14). Notwithstanding , other than amounts in respect of interest and principal on the foregoingMortgage Loans, so long as all Monthly Remittance Conditions are satisfied, any Serviced Companion Mortgage Loan or any B Note due on or before the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on Cut-Off Date which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the applicable Primary Servicer the applicable Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Servicer applicable Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the Owner Trustee, the Indenture Trustee and each Rating Agency written notice applicable holder of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Conditionexcess servicing rights), 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 withdrawal of the rating then assigned to any Class of Notes.): cxxiv

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before prior to each Payment Date Date, at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except Pursuant to the Indenture, the Indenture Trustee has established the Servicing Account. The Servicer shall make deposits to and transfers from the Servicing Account, and shall be entitled to make withdrawals therefrom, as otherwise provided in this Agreement, the . The Servicer shall remit daily to the Collection Servicing Account all payments received by or on behalf of the Obligors on or in respect of the Receivables Contracts (other than, in the case of Precomputed Receivables, payments than amounts constituting Payments AheadAdministrative Fees) and all Net Liquidation Proceeds within two (including (1) proceeds of Insurance Policies to be treated as such in accordance with Section 3.4 and (2) deficiency amounts paid by the Servicer with respect to the disposition of Equipment to be treated as such in accordance with the last paragraph of Section 3.3) received by the Servicer, in each case, as soon as practicable, but in no event later than the second Business Days Day after receipt thereof. Notwithstanding Within three Business Days after the foregoing, for so long as the Monthly Remittance Conditions are satisfieddeposit of such payments and proceeds therein, the Servicer shall not be required transfer all amounts credited to remit the Servicing Account on account of such collections payments and proceeds (i) to the extent they constitute Pledged Revenues, to the Collection Account on the foregoing daily basis but shall be entitled to retain such collectionsAccount, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period and (ii) to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer extent they represent amounts allocated to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this AgreementDepositor, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii)Depositor. Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior acceptable to the failure of such Monthly Remittance Condition), Servicer 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 downgrading or withdrawal by the Rating Agency of the rating then assigned to the Notes. Amounts from time to time in the Servicing Account shall be invested in accordance with Section 8.07 of the Indenture, and the Servicer shall be entitled to any Class earnings on such investments as additional servicing compensation hereunder. In the event of Notesany losses on such investments, the Servicer shall deposit in the Servicing Account the amount thereof, net of any earnings otherwise distributable to the Servicer. (b) The Servicer shall remit to the Collection Account (i) that portion of any Purchase Amount relating to the Required Payoff Amount received by the Servicer upon the purchase by TCC of any Contract pursuant to Section 2.6, and (ii) that portion of the amount paid by the Depositor to purchase the Contracts pursuant to Section 5.1 as is required to be deposited in the Collection Account pursuant to such Section. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Servicing Account or the Collection Account with respect to a Collection Period for amounts previously deposited in the Servicing Account or the Collection Account but later determined by the Servicer in good faith to (i) have resulted from mistaken deposits or postings or checks returned for insufficient funds, or (ii) be required to be repaid to an Obligor. The amount to be reimbursed hereunder may be retained pursuant to Section 4.4 at any time or may otherwise be paid to the Servicer on the related Payment Date pursuant to Section 8.03(i) of the Indenture upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee as may be necessary to verify the accuracy of such certification. (d) The Servicer shall remit directly to the Depositor that portion of any Purchase Amount relating to the Book Value of any Leased Equipment received by the Servicer upon the purchase by TCC of any Contract pursuant to Section 2.6.

Collections. (a) Except as otherwise provided in this Agreement, the The Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two 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 Days after receipt thereofDay following the Business Day on which such amounts are received by the Servicer. Notwithstanding the foregoing, for so long as (a) BVAC remains the Monthly Remittance Conditions Servicer, (b) no Event of Default shall have occurred and be continuing and (c)(1) BVAC maintains a short-term rating of at least A-1 by Standard & Poor's and P-1 by Moody's (and for five Business Days following a reduction in either such rating) or (2) prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are satisfiedcomplied with) and the prior written consent of the Insurer (not to be unreasonably withheld) shall have been obtained, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall may remit all such collections in payments and Liquidation Proceeds with respect of the related to any Collection Period to the Collection Account on a less frequent basis, but in no event later than the Determination Date immediately available fundspreceding each Payment Date. Commencing The Servicer shall remit any Advances with the first day of the first respect to a 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 and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereofor before the Determination Date. (b) Except as otherwise provided in this AgreementThe Servicer, the Servicer Owner Trustee and/or Indenture Trustee shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to any funds received by such parties in respect of funds drawn under the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding Policy from the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereofInsurer. (c) The Servicer shall give If the Owner TrusteeAvailable Funds for a Payment Date are insufficient to pay current and past due Insurance Premiums, or any amounts owing to the Indenture Trustee Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and each Rating Agency written notice of expenses, plus accrued interest thereon, to the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance ConditionInsurer, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Condition), if the Servicer provides to shall notify the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that of such alternative remittance schedule will not result deficiency, and the Available Spread Amount, if any, then on deposit in the qualification, reduction or withdrawal of the rating then assigned Spread Account (after giving effect to any Class of Noteswithdrawal to satisfy a deficiency in Monthly Interest or Monthly Principal) shall be available to cover such deficiency.

Collections. (a) Except Until Finova notifies Borrower to the contrary, as otherwise provided in the next succeeding sentence, Borrower may make collection of all Receivables. Immediately upon FINOVA's directing Borrower to do so, Borrower shall, as directed by FINOVA, either (i) make collection of all Receivables for FINOVA by directing all accounts debtors and other third parties to remit all payments owing to Borrower to a lockbox established in connection with a Blocked Account (and to the extent that Borrower nevertheless receives any payments directly, Borrower shall receive all payments as trustee of FINOVA in their original form as set forth below, duly endorsed in blank or cause the same to be deposited in a Blocked Account or Lockbox Account) or (ii) make collection of all Receivables for FINOVA and receive all such payments or sums as trustee of FINOVA and immediately deliver all such payments or sums to FINOVA in their original form, duly endorsed in blank or cause the same to be deposited into a Blocked Account or Dominion Account. FINOVA or its designee may, at any time, notify account debtors that the Receivables have been assigned to FINOVA and of FINOVA's security interest therein, and may collect the Receivables directly and charge the collection costs and expenses to Borrower's loan account. Borrower agrees that, in computing the charges under this Agreement, the Servicer all items of payment shall remit daily to the Collection Account all payments received be deemed applied by or FINOVA on behalf account of the Obligors on or in respect of the Receivables Obligations one (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead1) and all Net Liquidation Proceeds within two Business Days Day after receipt thereof. Notwithstanding by FINOVA of good funds which have been finally credited to FINOVA's account, whether such funds are received directly from Borrower or from the foregoingBlocked Account bank or the Dominion Account bank, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding 2.10(c) hereof, and this provision shall apply regardless of the foregoingamount of the Obligations outstanding or whether any Obligations are outstanding; provided, so long as all Monthly Remittance Conditions that if any such good funds are satisfiedreceived after 12:00 p.m. noon (Los Angeles time) on any Business Day or at any time on any day not constituting a Business Day, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but such funds shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as deemed received on the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.following Business

Collections. comScore, Inc. Credit and Security Agreement Page 29 of 49 (a) Except as otherwise provided in this Agreement, The Borrower shall notify and direct all account debtors promptly following written request by the Servicer shall remit daily Lender to the Collection Account make all payments received by or on behalf of the Obligors on or in respect of the Receivables Accounts (other than, than electronic funds transfers) directly to an account in the case name of Precomputed Receivablesthe Borrower to be maintained at the Lender (the “Collection Account”). So long as no Event of Default has occurred, the Borrower may continue to permit electronic payments constituting Payments Ahead) to be made to the Borrower’s operating accounts (collectively, the “Operating Accounts”), provided, however, that at the end of each Business Day, amounts remaining in the Operating Accounts will be swept into the Collection Account. The Borrower hereby authorizes the Lender to receive, endorse and/or deposit into the Collection Account in the name of the Lender or in the name of the Borrower any and all Net Liquidation Proceeds within two Business Days after receipt thereofcash, checks, drafts and other remittances received by the Lender on or in respect of Accounts and/or the sale or lease of Inventory and the Borrower hereby waives notice of presentment, protest and non-payment of any such checks, drafts or other remittances. Notwithstanding In the foregoingevent that the Borrower directly receives any cash, checks, drafts or other remittances on or in respect of Accounts and/or the sale or lease of Inventory, the Borrower shall promptly deliver the same to the Lender for deposit to the Collection Account. Pending such deposit, the Borrower will not commingle any such cash, checks, drafts or other remittances with other funds and property but will hold them separate and apart in trust for the Lender subject to the security interests hereunder. Until such authority is terminated by the Lender pursuant to subsection (b) below, the Borrower shall have the authority to withdraw funds from the Collection Account and use the same for the Borrower’s general business purposes so long as such use is not inconsistent with the Monthly Remittance Conditions are satisfiedprovisions of this Agreement. Until an Event of Default exists or occurs, the Servicer shall not be required to remit such collections Lender, on each Business Day, will apply all finally collected funds on deposit to the Collection Account to the unpaid principal amount of Advances then outstanding. (b) At any time while an Event of Default shall be continuing, the Lender may (1) terminate the authority of the Borrower to receive electronic payments into the Operating Accounts, whereupon all account debtors shall be directed to remit all payments directly to the Collection Account, and (2) terminate the authority of the Borrower to withdraw funds from the Collection Account whereupon (i) the Collection Account will automatically convert into an account over which the Lender has exclusive dominion, control and power of access and withdrawal, and, for that purpose, the Lender is hereby authorized to take all appropriate actions to block the Borrower’s access to the Collection Account, including without limiting the generality of the foregoing, denying electronic access and returning unpaid any checks, drafts or other instruments theretofore or thereafter issued by the Borrower and drawn upon the Collection Account, all without any liability whatsoever on the foregoing daily basis but shall be entitled part of the Lender to retain such collectionsthe Borrower or to any other person for having done so, without segregation from its (ii) any cash, checks, drafts or other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections remittances on or in respect of Accounts and/or the related Collection Period sale or lease of Inventory received by the Borrower and held in trust for the Lender as above provided shall be immediately delivered to the Lender for deposit to the Collection Account in immediately available funds. Commencing with precisely the first day form received, except for the addition thereto of the first Collection Period that begins endorsement of the Borrower where required for collection of any such checks, drafts or other remittances which endorsement the Borrower agrees to make and with respect to such checks, drafts and other remittances the Borrower waives notice of presentment, protest and non-payment and (iii) the Lender shall have the right at least two Business Days after the day on which any Monthly Remittance Condition ceases time and from time to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then time to apply funds held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead it in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding payment of all or any part of the foregoingObligations, so long as all Monthly Remittance Conditions are satisfiedwhether matured or unmatured, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time order and manner as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereofLender may determine in its sole discretion. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this AgreementSubject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit daily to the Collection Deposit Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables (other thanthan Purchased Receivables), in all Liquidation Proceeds (including Recoveries) collected during the case related Collection Period, prior to 11:00 A.M. (New York time) on the Business Day preceding the related Payment Date. Notwithstanding the foregoing, if any of Precomputed the commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after of receipt thereof. The commingling conditions are as follows: (i) CFSA must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) CFSA must maintain a short-term rating of at least “A-1” by Standard & Poor’s and “F-1” by Fitch or (y) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the foregoingcontrary, for so long as CFSA is the Monthly Remittance Conditions are satisfiedServicer, CFSA may withhold from the deposit into the Deposit Account any amounts indicated on the related Servicer’s Certificate as being due and payable to CFSA or the Seller and pay such amounts directly to CFSA or the Seller, as applicable. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. In the event the commingling conditions cease to be met, the Servicer shall not be required to remit such make daily remittance of 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 Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Deposit Account within two Business Days after of receipt thereof; provided, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoinghowever, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two daily remittance may commence no later than five Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day following a reduction of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held CFSA’s short-term ratings below “F1” by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted Fitch or “A-1” by the Servicer to the Payahead Account within two Business Days after receipt thereofStandard & Poor’s. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account 37 within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, the The Servicer shall remit daily within two (2) Business Days of receipt thereof to the Collection Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables (other than, in the case of Precomputed than Purchased Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereofProceeds, both as collected during the Collection Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfiedFor purposes of this Article V, the Servicer phrase "payments by or on behalf of Obligors" shall not be required to remit such collections mean payments made with respect to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its Receivables by Persons other funds, until the Business Day before each Payment Date at which time than the Servicer shall remit all such collections in respect of or the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereofSeller. (b) Except as otherwise provided in this Agreement, the The Servicer shall will be entitled to be reimbursed from amounts on deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred with respect to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead a Collection Period for amounts previously deposited in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted 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 Payahead Account within two Business Days after Servicer on the related Payment Date pursuant to Section 5.6(a) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Insurer as may be necessary in the opinion of the Insurer to verify the accuracy of such certification. In the event that the Insurer has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to Section 5.2(b), the Insurer (unless an Insurer Default shall have occurred and be continuing) shall give the Indenture Trustee notice to such effect following receipt thereofof which the Indenture Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 5.6, or if the Servicer prior thereto has been reimbursed pursuant to Section 5.6 or Section 5.9, the Indenture Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Payment Date. (c) The If at any time the percentage of Obligors using the automated payment option, which percentage shall be the equivalent of a fraction, the numerator of which is the aggregate Principal Balance of such Obligors' Receivables calculated as of the last day of the immediately preceding Collection Period and the denominator of which is the Aggregate Principal Balance calculated as of the last day of the immediately preceding Collection Period, is below 75%, then the Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice cause all payments by or on behalf of the failure of any Monthly Remittance Condition (and any subsequent curing of Obligors that are not using the automated payment option to be deposited into a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior lockbox account established at a depository institution acceptable 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 withdrawal of the rating then assigned to any Class of NotesInsurer.

Collections. (a) Except as otherwise provided in this AgreementSubject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit daily to the Collection Deposit Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables (other thanthan Purchased Receivables and not including Fixed Value Payments), in all Liquidation Proceeds collected during the case related Collection Period, prior to 11:00 A.M. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of Precomputed Receivablesthe commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments constituting Payments Aheadby or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments) and all Net Liquidation Proceeds within two Business Days after of receipt thereof. The commingling conditions are as follows: (i) DCFS must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) DaimlerChrysler North America Holding Corporation must maintain a short-term rating of at least "A-1" by Standard & Poor's and "F-1" by Fitch or (y) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the foregoingcontrary, for so long as DCFS is the Monthly Remittance Conditions are satisfiedServicer, DCFS may withhold from the deposit into the Deposit Account any amounts indicated on the related Servicer's Certificate as being due and payable to DCFS or the Seller and pay such amounts directly to DCFS or the Seller, as applicable. For purposes of this Article V, the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. In the event the commingling conditions cease to be met, the Servicer shall not be required to remit such make daily remittance of 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 Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Deposit Account within two Business Days after of receipt thereof; provided, which Payments Ahead shall be transferred however, daily remittance may commence no later than five Business Days following a reduction of DaimlerChrysler North America Holding Corporation's short-term ratings below or "F1" by Fitch or "A-1" by Standard & Poor's. In addition, if the Servicer is required to make daily remittance of collections into the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfiedDeposit Account, the Servicer will may with respect to all interest payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not be required including Fixed Value Payments): (i) calculate the amount of such interest payments collected each day on the basis of the aggregate Principal Balance of the Receivables (other than Purchased Receivables and not including Fixed Value Payments) at the start of the applicable Collection Period, the weighted average APR of such Receivables and the number of calendar days in that Collection Period divided by 360 and (ii) deposit such calculated daily interest amounts to deposit Payments Ahead in the Payahead Deposit 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 the applicable time as the Servicer shall be frame required to remit Applied Payments Ahead to the Collection Account pursuant to this Section 5.06(a)(i)5.02. Commencing with In the first day event that the sum of the first daily interest amounts so calculated for a Collection Period exceeds the amount of actual interest payments for that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner TrusteeCollection Period, the Indenture Trustee and each Rating Agency shall, at the written notice direction of the failure Servicer, release such excess to the Servicer (or its designee). For the avoidance of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Conditiondoubt, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be is not required to calculate the remittance schedule previously utilized prior amount of interest payments in the manner provided in the two immediately preceding sentences and may, upon provision to the failure Indenture Trustee of such Monthly Remittance Condition)written notice thereof, if change its procedures so that it deposits the Servicer provides actual amount of interest payments made by or on behalf of the Obligors with respect to the Owner Trustee Receivables (other than Purchased Receivables and Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in including Fixed Value Payments) into the qualification, reduction or withdrawal of Deposit Account within the rating then assigned applicable time frame required pursuant to any Class of Notesthis Section 5.02.

Collections. (a) Except as otherwise provided in this Agreement, the The Servicer shall remit daily within two Business Days of receipt thereof to the Collection Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables Trust Student Loans (other thanthan Purchased Student Loans), in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds Proceeds, both as collected during the Collection Period, and the Eligible Lender Trustee shall remit within two Business Days after of receipt thereofthereof to the Collection Account any Interest Subsidy Payments and Special Allowance Payments received by it with respect to the Trust Student Loans during the Collection Period. Notwithstanding the foregoing, for so long as (i) the Monthly Remittance Conditions are satisfiedsenior unsecured obligations of the Administrator (or any affiliate of the Administrator which guarantees the obligations of the Administrator hereunder) shall have been assigned a long-term rating of not less than "AA-" (or equivalent rating) or a short-term rating of not less than "A-1" (or equivalent rating) by each of the Rating Agencies or the remitting by the Servicer and the Eligible Lender Trustee of the amounts referred to in this Section 2.4 to the Administrator will not result in a downgrading or withdrawal of any of the then current ratings of any of the Securities by any of the Rating Agencies and (ii) no Administrator Default shall have occurred and be continuing, the Servicer and the Eligible Lender Trustee shall not be required to remit such collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections into the Collection Account until one Business Day immediately prior to the next following Monthly Servicing Payment Date (in an amount up to the Servicing Fee then due) or Distribution Date together with interest on the foregoing such amounts (less Servicing Fees paid during such period) calculated on a daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time first day of the Servicer shall remit all such collections in respect month following receipt thereof by the Administrator through the last day of the related Collection Period at a rate equal to the Collection Account in immediately available funds. Commencing with Federal Funds Rate less .20% ; provided, however, that, if the first day Administrator (and each such Affiliate which guarantees the obligations of the first Collection Period that begins at least two Business Days after Administrator) is rated below AA- and A-1+ by Standard & Poor's, the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, Administrator shall deposit all such collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections at least as frequently as the next following Monthly Servicing Payment Date, unless less frequent deposits will not result in a downgrading or withdrawal of Standard & Poor's then current ratings on the Notes or in respect the Certificates. In the event that any of the Receivables and all Net Liquidation Proceeds foregoing conditions for ceasing daily remittances shall no longer be remitted by satisfied, then the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer Administrator shall deposit all Payments Ahead in collections held by it into the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this AgreementSubject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit daily to the Collection Deposit Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables (other thanthan Purchased Receivables and not including Fixed Value Payments), in all Liquidation Proceeds collected during the case related Collection Period, prior to 11:00 a.m. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of Precomputed Receivablesthe commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments constituting Payments Ahead) by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments), all Net Liquidation Proceeds within two Business Days after of receipt thereof. The commingling conditions are as follows: (i) DCS must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) 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 any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the foregoingcontrary, for so long as DCS is the Monthly Remittance Conditions are satisfiedServicer, DCS may withhold from the deposit into the Deposit Account any amounts indicated on the related Servicer's Certificate as being due and payable to DCS or the Seller and pay such amounts directly to DCS or the Seller, as applicable. For purposes of this Article V, the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. In the event the commingling conditions cease to be met, the Servicer shall not be required to remit such make daily remittance of 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 Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Deposit Account within two Business Days after of receipt thereof; provided however, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two daily remittance may commence no later than five Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day following a reduction of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held DCS's short-term ratings below "A-1" by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted Standard & Poor's or "P-1" by the Servicer to the Payahead Account within two Business Days after receipt thereofMoody's. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, the The Servicer shall remit daily within two Business Days of receipt thereof to the Collection Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables Trust Student Loans (other thanthan Purchased Student Loans), in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds Proceeds, both as collected during the Collection Period, and the Eligible Lender Trustee shall remit within two Business Days after of receipt thereofthereof to the Collection Account any Interest Subsidy Payments and Special Allowance Payments received by it with respect to the Trust Student Loans during the Collection Period. Notwithstanding the foregoing, for so long as (i) the Monthly Remittance Conditions are satisfiedsenior unsecured obligations of the Administrator (or any affiliate of the Administrator which guarantees the obligations of the Administrator hereunder) shall have been assigned a longterm rating of not less than "AA-" (or equivalent rating) or a short-term rating of not less than "A-1" (or equivalent rating) by each of the Rating Agencies or the remitting by the Servicer and the Eligible Lender Trustee of the amounts referred to in this Section 2.4 to the Administrator will not result in a downgrading or withdrawal of any of the then current ratings of any of the Securities by any of the Rating Agencies and (ii) no Administrator Default shall have occurred and be continuing, the Servicer and the Eligible Lender Trustee shall not be required to remit such collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections into the Collection Account until one Business Day immediately prior to the next following Monthly Servicing Payment Date (in an amount up to the Servicing Fee then due) or Distribution Date together with interest on the foregoing such amounts (less Servicing Fees paid during such period) calculated on a daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time first day of the Servicer shall remit all such collections in respect month following receipt thereof by the Administrator through the last day of the related Collection Period at a rate equal to the Collection Account in immediately available funds. Commencing with Federal Funds Rate less .20%; provided, however, that, if the first day Administrator (and each such Affiliate which guarantees the obligations of the first Collection Period that begins at least two Business Days after Administrator) is rated below AA- and A-1+ by Standard & Poor's, the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, Administrator shall deposit all such collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections at least as frequently as the next following Monthly Servicing Payment Date, unless less frequent deposits will not result in a downgrading or withdrawal of Standard & Poor's then current ratings on the Notes or in respect the Certificates. In the event that any of the Receivables and all Net Liquidation Proceeds foregoing conditions for ceasing daily remittances shall no longer be remitted by satisfied, then the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer Administrator shall deposit all Payments Ahead in collections held by it into the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in excluding payments on the case of Precomputed Warranty Receivables or the Administrative Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two not later than the second Business Days Day after receipt identification thereof. For purposes of this Article V, the phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by Moody’s, NMAC’s short-term unsecured debt obligations are rated “A-1” by Standard & Poor’s and NMAC’s short-term unsecured debt obligations are rated at least “F1+” by Fitch (so long as Moody’s, Standard & Poor’s and Fitch are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions are satisfied, Conditions”); the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a daily basis within two Business Days after receipt thereofsubsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if it is acceptable to each Rating Agency then rating the Notes without a reduction in the rating of any Class of Notes, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof[Reserved.] (c) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (d) The Servicer shall give (i) the Owner Trustee, 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 soon as practical after of the occurrence thereof. Closing Date, no such notice shall be required in connection therewith). (e) Notwithstanding the failure of any foregoing, if a Monthly Remittance ConditionCondition is not satisfied, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be include the remittance schedule previously utilized prior to by the failure of such Servicer before the Monthly Remittance ConditionCondition 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 qualification, reduction downgrading or withdrawal by such Rating Agency of the rating ratings then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, the The Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit daily within two Business Days of receipt thereof to the Group I Collection Account Subaccount (with respect to the Group I Student Loans) or the Group II Collection Account Subaccount (with respect to the Group II Student Loans) all payments received by or on behalf of the Obligors on or in with respect of to the Receivables Group I and Group II Student Loans, respectively (other thanthan Purchased Student Loans), in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net related Liquidation Proceeds within two Business Days after receipt thereofand Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association remains the Monthly Remittance Conditions are satisfiedAdministrator, (ii) no Administrator Default shall have occurred and be continuing and (iii) prior to ceasing daily remittances to the applicable subaccount of the Collection Account, the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed to have been satisfied on the Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer shall not be required to (or shall cause the applicable Sub-Servicers to) remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after of receipt thereof. (b) Except thereof to the Administrator, and the Administrator need not deposit such collections into the Group I Collection Account Subaccount or the Group II Collection Account Subaccount, as otherwise provided in this Agreementapplicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Servicer Administrator shall deposit into the Group I Collection Account Subaccount or the Group II Collection Account Subaccount, as applicable, (i) with respect to the Group II Student Loans only, Guarantee Payments made by TERI in excess of the Maximum TERI Payments Amount, and (ii) that ▇▇▇▇ion of such amounts receiv▇▇ ▇y it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all Payments Ahead in collections held by it into the Group I Collection Account Subaccount or the Group II Collection Account Subaccount, as applicable, within two Business Days after receipt thereof. For purposes of this Article V, which Payments Ahead the phrase "payments by or on behalf of Obligors" shall be transferred mean payments made with respect to the Payahead Account pursuant to Section 5.06(a)(iiGroup I or Group II Student Loans, as applicable, by or on behalf of borrowers thereof and the Guarantors (but excluding the Department). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.

Collections. (a) Except as otherwise provided in this Agreement, the The Servicer shall remit daily within two Business Days of receipt thereof to the Collection Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables (other than, in the case of Precomputed than Purchased Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereofProceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Monthly Remittance Conditions Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are satisfiedrated at least “A-1” by Standard & Poor’s and “Prime-1” by Moody’s and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are 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 (iv) of the preceding sentence is not satisfied, then the Servicer shall not be required 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 foregoing daily basis but shall Receivables by Persons other than the Servicer or the Depositor. (a) The Servicer will be entitled to retain such collections, without segregation be reimbursed from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections amounts on deposit in respect of the related Collection Period to the Collection Account with respect to a Monthly Period for amounts previously deposited in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted but later determined by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, 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 shall deposit all Payments Ahead in on the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account related Distribution Date pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held 5.6(a)(i) upon certification by the Servicer shall be immediately deposited into of such amounts and the Payahead Account and all future Payments Ahead shall be remitted by the Servicer provision of such information to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of NotesAdministrator.

Collections. (a) Except as otherwise provided in this Agreement, the The Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two 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 Days after receipt thereofDay following the Business Day on which such amounts are received by the Servicer. Notwithstanding the foregoing, for so long as (a) UAC remains the Monthly Remittance Conditions Servicer, (b) no Event of Servicer Default shall have occurred and be continuing and (c)(1) UAC maintains a short- term rating of at least A-1 by Standard & Poor's and P-l by Moody's (and for five Business Days following a reduction in either such rating) or (2) prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are satisfiedcomplied with) and the prior written consent of the Insurer (not to be unreasonably withheld) shall have been obtained, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall may remit all such collections in payments and Liquidation Proceeds with respect of the related to any Collection Period to the Collection Account on a less frequent basis, but in no event later than the Determination Date immediately available fundspreceding each Payment Date. Commencing The Servicer shall remit any Advances with the first day of the first respect to a 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 and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereofor before the Determination Date. (b) Except as otherwise provided in this AgreementThe Servicer, the Servicer Owner Trustee and/or Indenture Trustee shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to any funds received by such parties in respect of funds drawn under the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding Policy from the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereofInsurer. (c) The Servicer shall give If the Owner TrusteeAvailable Funds for a Payment Date are insufficient to pay current and past due Insurance Premiums, or any amounts owing to the Indenture Trustee Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and each Rating Agency written notice of expenses, plus accrued interest thereon, to the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance ConditionInsurer, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Condition), if the Servicer provides to shall notify the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that of such alternative remittance schedule will not result deficiency, and the Available Spread Amount, if any, then on deposit in the qualification, reduction or withdrawal of the rating then assigned Spread Account (after giving effect to any Class of Noteswithdrawal to satisfy a deficiency in Monthly Interest or Monthly Principal) shall be available to cover such deficiency.

Collections. (a) Except as otherwise provided in this Agreement, the The Master Servicer and each sub-servicer shall remit daily within two Business Days of receipt thereof (provided, however, that if the payment is not readily identifiable as a payment on a Trust Student Loan, within two Business Days of being so identified) to the Collection Account all payments received by or on behalf of the Obligors on or in with respect of to the Receivables Trust Student Loans (other thanthan Purchased Student Loans), in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds Proceeds, both as collected during the Collection Period, and the Eligible Lender Trustee shall remit within two Business Days after of receipt thereofthereof to the Collection Account any Interest Subsidy Payments and Special Allowance Payments received by it with respect to the Trust Student Loans during the Collection Period (provided, however, that if the payment is not readily identifiable as a payment on a Trust Student Loan, within two Business Days of being so identified). Notwithstanding the foregoing, for so long as no Administrator Default shall have occurred and be continuing and the Monthly Remittance Conditions are satisfiedAdministrator has a rating of at least [___] from [______], each of the Master Servicer, the Servicer sub-servicers and the Eligible Lender Trustee shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least within two Business Days after of receipt thereof to the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition Administrator (provided, however, that if the payment is not satisfiedreadily identifiable as a payment on a Trust Student Loan, all within two Business Days of being so identified), and the Administrator need not deposit such collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer until one Business Day immediately prior to the Collection Account on a next following Monthly Servicing Payment Date. In the event that the foregoing condition for ceasing daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreementremittances shall no longer be satisfied, then the Servicer Administrator shall deposit all Payments Ahead in collections held by it into the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (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 withdrawal of the rating then assigned to any Class of Notes.