Common use of Collections Clause in Contracts

Collections. The Servicer shall, and shall cause any subservicer to, remit to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables, and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of 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 preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to 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 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 liquidation of any Liquidated Receivables, but solely to the 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall, and shall cause any subservicer to, remit daily to the Collection Account all payments received by or on behalf of the Obligors with on or in respect to of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds, both as collected during the Collection Period, and in either case Proceeds within two Business Days of 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”)after receipt thereof. Notwithstanding the foregoing, for so long as: (i) NH Credit remains as the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) prior to ceasing remittances as described in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith Monthly Remittance Conditions are complied with)satisfied, the Servicer shall not be required to remit such collections with 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 to of the related Collection Period to the Collection Account on in immediately available funds. Commencing with the Transfer Date immediately following the end of such Collection Period. For purposes of this Article V, the phrase “payments by or on behalf first day of the Obligors” shall mean payments made with respect first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to the Receivables be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held 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 its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from be immediately deposited into the Collection Account and pay all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Backup Servicer, Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in its capacity as Successor Servicerthis Agreement, the sum of any accrued amounts expended by such Successor Servicer shall deposit all Payments Ahead in connection with the liquidation of any Liquidated ReceivablesCollection Account within two Business Days after receipt thereof, but solely which Payments Ahead shall be transferred to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer Payahead Account pursuant to this Section 5.3; provided that5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the amount that 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 Successor Payments Ahead, without segregation from its other funds, until such time as the Servicer may withdraw from shall be required to remit Applied Payments Ahead to the Collection Account pursuant to this Section 5.3 on any Payment Date shall not exceed 5.06(a)(i). Commencing with the aggregate amount first day of Liquidation Proceeds collected during the related 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 Collection 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 Payment Date. Any Monthly Remittance Condition), if the Servicer provides to the Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that such withdrawals permissible under this Section 5.3 shall be made prior alternative remittance schedule will not result in the qualification, reduction or withdrawal of the rating then assigned to any distributions under Section 5.6Class of Notes.

Collections. (a) The Servicer shall, shall establish the Subcollection Account in 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 cause any subservicer to, initially be established with the Lockbox Bank. The Servicer shall remit directly to the Collection Subcollection Account without deposit into any intervening account all payments by or on behalf of the Obligors with respect to on the Receivables, Receivables and all Liquidation ProceedsProceeds received by the Servicer, both in each case, as collected during soon as practicable, but in no event later than the Collection PeriodBusiness Day after receipt thereof. Within two days of deposit of payments into the Subcollection Account, and in either case within two Business Days of the date that the Servicer has identified and posted such amounts (which the Servicer shall use its reasonable best efforts cause the Lockbox Bank to do promptly) transfer all amounts credited to the Servicer’s computer system (Subcollection Account on account of such payments to the “Posted Date”)Collection Account. Amounts in the Subcollection Account shall not be invested. Notwithstanding the foregoing, for the Servicer may utilize an alternative remittance schedule acceptable to the Servicer if the Security Insurer consents in writing (so long as: as an Insurer Default shall not have occurred and be continuing) and the Servicer provides to the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agency of the rating then assigned to the Notes. (ib) NH Credit remains 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 (ii) no Servicer unless an Insurer Default shall have occurred and be continuing and (iiicontinuing) prior to ceasing remittances as described in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to 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 its capacity as Successor Servicer, may direct give the Indenture Trustee notice to withdraw from such effect, following receipt of which the Collection Account and pay Indenture Trustee shall not make a distribution 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 liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer amount pursuant to this Section 5.3; provided that4.6, or if the Servicer prior thereto has been reimbursed pursuant to Section 4.6 or Section 4.8, the amount that Indenture Trustee shall withhold such Successor amounts from amounts otherwise distributable to the Servicer may withdraw from on 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 and deposited into the Collection Account prior to such Payment next succeeding Distribution Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6.

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

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall, and shall cause any subservicer to, remit to the Collection Deposit Account all payments by or on behalf of the Obligors with respect to the ReceivablesReceivables (other than Purchased Receivables and not including Fixed Value Payments), and all Liquidation Proceeds, both as Proceeds collected during the related Collection Period, prior to 11:00 A.M. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and in either case not including Fixed Value Payments), all Liquidation Proceeds within two Business Days of 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”)receipt thereof. Notwithstanding the foregoing, for so long asThe commingling conditions are as follows: (i) NH Credit remains 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 remittances as described in the preceding sentencedaily 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), the Servicer shall remit such collections with respect . Notwithstanding anything herein to the related Collection Period to contrary, so long as DCS is the Collection Servicer, DCS may withhold from the deposit into the Deposit Account any amounts indicated on the Transfer Date immediately following related Servicer's Certificate as being due and payable to DCS or the end of Seller and pay such Collection Periodamounts directly to DCS or the Seller, as applicable. 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 In the event the commingling conditions cease to which be met, the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay make daily remittance of collections to the Backup Servicer, in its capacity as Successor Servicer, the sum Deposit Account within two Business Days of any accrued amounts expended by such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the 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 5.3receipt thereof; provided thathowever, the amount that such Successor Servicer daily remittance may withdraw from the Collection Account pursuant to this Section 5.3 on any Payment Date shall not exceed the aggregate amount commence no later than five Business Days following a reduction of Liquidation Proceeds collected during the related Collection Period and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6DCS's short-term ratings below "A-1" by Standard & Poor's or "P-1" by Moody's.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit to the Collection Account all payments by or on behalf of the Obligors with respect to on the Receivables, Receivables and all Liquidation Proceeds, both as collected during the Collection Period, Period net of Monthly Servicing Fees and in either case within two Business Days of the date that administrative fees allowed to be retained by the Servicer has identified pursuant to Section 8.08 and posted net of charge backs (attributable to errors in posting, returned checks, or rights of offset for amounts that should not have been paid or that must be refunded as the result of a successful claim or defense under bankruptcy or similar laws) not later than the second Business Day following the Business Day on which such amounts (which the Servicer shall use its reasonable best efforts to do promptly) to are received by the Servicer’s computer system (the “Posted Date”). Notwithstanding the foregoing, for so long as: as (ia) NH Credit UAC remains the Servicer, (iib) no Event of Servicer Default shall have occurred and be continuing and (iiic)(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 remittances as described in the preceding sentencedaily 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)) and the prior written consent of the Insurer (not to be unreasonably withheld) shall have been obtained, the Servicer shall may remit all such collections payments and Liquidation Proceeds with respect to the related any Collection Period to the Collection Account on a less frequent basis, but in no event later than the Transfer Determination Date immediately following the end of such Collection Periodpreceding each Payment Date. For purposes of this Article V, the phrase “payments by or on behalf of the Obligors” The Servicer shall mean payments made remit any Advances with respect to a Collection Period to the Receivables Collection Account on or before the Determination Date. (b) The Servicer, the Owner Trustee and/or Indenture Trustee shall deposit in the Collection Account any funds received by Persons other than such parties in respect of funds drawn under the Policy from the Insurer. (c) If the Available Funds for a Payment Date are insufficient to pay current and past due Insurance Premiums, or any amounts owing to the Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Insurer, the Servicer or shall notify 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 its capacity as Successor Servicer, may direct Owner Trustee and 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 liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables deficiency, and the Available Spread Amount, if any, then on deposit in the Spread Account (after giving effect to any withdrawal to satisfy a deficiency in Monthly Interest or 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 Monthly Principal) shall be made prior available to any distributions under Section 5.6cover such deficiency.

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

Collections. (a) The Servicer shall, shall establish the Subcollection Account in 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 cause any subservicer to, initially be established with the Indenture Trustee. The Servicer shall remit directly to the Collection Subcollection Account without deposit into any intervening account all payments by or on behalf of the Obligors with respect to on the Receivables, Receivables and all Liquidation ProceedsProceeds received by the Servicer, both in each case, as collected during soon as practicable, but in no event later than the Business Day after receipt thereof. Within two days of deposit of payments into the Subcollection Account, the Indenture Trustee shall transfer all amounts credited to the Subcollection Account on account of such payments to the Collection Period, and Account. Amounts in either case within two Business Days of the date that the Servicer has identified and posted such amounts (which the Servicer Subcollection Account shall use its reasonable best efforts to do promptly) to the Servicer’s computer system (the “Posted Date”)not be invested. Notwithstanding the foregoing, for the Servicer may utilize an alternative remittance schedule acceptable to the Servicer if the Security Insurer consents in writing (so long as: as an Insurer Default shall not have occurred and be continuing) and the Servicer provides to the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agency of the rating then assigned to the Notes. (ib) NH Credit remains 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 (ii) no Servicer unless an Insurer Default shall have occurred and be continuing and (iiicontinuing) prior to ceasing remittances as described in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to 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 its capacity as Successor Servicer, may direct give the Indenture Trustee notice to withdraw from such effect, following receipt of which the Collection Account and pay Indenture Trustee shall not make a distribution 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 liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer amount pursuant to this Section 5.3; provided that4.6, or if the Servicer prior thereto has been reimbursed pursuant to Section 4.6 or Section 4.8, the amount that Indenture Trustee shall withhold such Successor amounts from amounts otherwise distributable to the Servicer may withdraw from on 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 and deposited into the Collection Account prior to such Payment next succeeding Distribution Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables, ) and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of the date that the Servicer has identified and posted such amounts (which the Servicer shall use its reasonable best efforts to do promptly) Monthly Period less any payments owed thereon to the Servicer’s computer system (the “Posted Date”). Notwithstanding the foregoing, for so long as: as (i) NH Credit TMS Auto Finance remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing and continuing, (iii) there exists no Insurer Default and the Security Insurer has furnished its prior to ceasing remittances as described in the preceding sentence, written consent 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 shall may remit such collections with respect to the related Collection Period preceding calendar month to the Collection Account on the Transfer Determination Date immediately following preceding the end of such Collection Periodrelated Distribution Date. For purposes of this Article V, 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 . (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to which the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, a Monthly Period for amounts previously deposited in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay 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 Backup Servicer on the related Distribution Date pursuant to Section 5.6(b)(ii) 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, in its capacity as Successor Servicer's entitlement to reimbursement pursuant to Section 5.2(b), the sum Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following receipt of any accrued amounts expended by such Successor which the Trustee shall not make a distribution to the Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer amount pursuant to this Section 5.3; provided that5.6, or if the Servicer prior thereto has been reimbursed pursuant to Section 5.6 or Section 5.9, the amount that Trustee shall withhold such Successor amounts from amounts otherwise distributable to the Servicer may withdraw from on 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 and deposited into the Collection Account prior to such Payment next succeeding Distribution Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6.

Collections. The Servicer shall, and shall cause any subservicer to, remit to the Collection Certificate Account all payments by or on behalf of the Obligors with respect to on the Receivables, Receivables and all Liquidation Proceeds, both as collected during the Collection Period, Period net of Monthly Servicing Fees and in either case within two Business Days of the date that administrative fees allowed to be retained by the Servicer has identified pursuant to Section 8.08 and posted net of charge backs (attributable to errors in posting, returned checks, or rights of offset for amounts that should not have been paid or that must be refunded as the result of a successful claim or defense under bankruptcy or similar laws) not later than the second Business Day following the Business Day on which such amounts (which the Servicer shall use its reasonable best efforts to do promptly) to are received by the Servicer’s computer system (the “Posted Date”). Notwithstanding the foregoing, for so long as: as (ia) NH Credit UAC remains the Servicer, (iib) no Servicer Event of Default shall have occurred and be continuing and (iiic)(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 remittances as described in the preceding sentencedaily 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)) and the prior written consent of the Surety Bond Issuer (not to be unreasonably withheld) shall have been obtained, the Servicer may remit all such payments and Liquidation Proceeds with respect to any Collection Period to the Certificate Account on a less frequent basis, but in no event later than the Determination Date immediately preceding each Distribution Date. The Servicer shall remit any Advances with respect to a Collection Period to the Certificate Account on or before the Determination Date. On each Determination Date, the Servicer shall remit determine (a) the amount of payments on all Receivables and all Liquidation Proceeds received during such collections Collection Period, the amount of Advances for such Collection Period, and the Purchase Amount for all Receivables purchased or repurchased with respect to such Collection Period which have been deposited in the Certificate Account (net of amounts required to be paid pursuant to Section 9.04(d), excluding investment income on all such amounts, and not including amounts required to be paid pursuant to Sections 7.02, 8.07, and 9.05 but not so paid) after giving effect to the net transfer from the Certificate Account to the Payahead Account or from the Payahead Account to the Certificate Account as provided in Section 9.09, (the "Available Funds"), and (b) the amount of funds necessary to make the distributions required pursuant to Sections 9.04(a) (i) through (vii), inclusive, on the next Distribution Date. The Servicer shall by a Servicer's Certificate notify the Trustee of such amounts by telecopy to the Corporate Trust Office at the number specified in this Agreement (or such other number as the Trustee may from time to time provide), followed promptly by mailing such notice to the Trustee at the Corporate Trust Office and to the Surety Bond Issuer. On each Distribution Date, the Trustee, or the Servicer on its behalf, shall effect the net transfer between the Certificate Account and the Payahead Account as required by Section 9.09 for such Distribution Date. On any Distribution Date on which there are not sufficient Available Funds to make the distributions required pursuant to Sections 9.04(a)(i) through (iii) the Trustee, or the Servicer on its behalf, shall withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and promptly deposit such amount in the Certificate Account. If such deficiency exceeds the Available Spread Amount, the Servicer shall simultaneously and in the same manner also notify the Trustee and the Surety Bond Issuer of the amount of such excess deficiency. The Trustee shall promptly (and in any event not later than 1:00 p.m. New York City time on the Business Day preceding the Distribution Date) deliver a Notice for Payment as defined in the Surety Bond (appropriately completed) to the Surety Bond Issuer with respect to the related Collection Period Surety Bond. The Surety Bond Issuer is required pursuant to Section 10.03 and the terms of the Surety Bond to pay the amount of such excess deficiency of Monthly Interest and Monthly Principal, up to the Collection Surety Bond Amount. The Trustee shall deposit in the Certificate Account on any funds received by the Transfer Trustee in respect of funds drawn under the Surety Bond from the Surety Bond Issuer. If the Available Funds for a Distribution Date immediately following are insufficient to pay current and past due Surety Bond Fees, or any amounts owing to the end Surety Bond Issuer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Surety Bond Issuer, the Servicer shall notify the Trustee of such Collection Period. For purposes of this Article Vdeficiency, and the phrase “payments by Available Spread Amount, if any, then on deposit in the Spread Account (after giving effect to any withdrawal to satisfy a deficiency in Monthly Interest or 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 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 liquidation of any Liquidated Receivables, but solely to the 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 Monthly Principal) shall be made prior available to any distributions under Section 5.6cover such deficiency.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables, and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of the date that the Servicer has identified and posted such amounts (which the Master Servicer shall use its reasonable best efforts provide each Servicer with such instructions as are necessary to do promptly) to permit 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 transfer by wire transfer in immediately available funds of all amounts on deposit in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such Custodial Accounts which constitute collections with respect to the related Collection Period to the Collection Account on the Transfer Servicer Remittance Date immediately following specified in the end of such Collection Periodrelated 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 Trustee Fee and the Custodian Fee, in each case for the related Distribution Date. For purposes of this Article VSection 6.04 and Section 6.08, with respect to any Distribution Date, in determining the amount received from the Cap Provider, the phrase “payments by or Master Servicer shall be entitled to rely conclusively on behalf the accuracy of the Obligors” information provided to it by the Cap Provider or by the Trustee, as applicable, and the Master Servicer shall mean payments made not be obligated to verify, recompute, reconcile or recalculate any such amount. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit the Total Distribution Amount for the related Distribution Date, exclusive of any amounts received with respect to the Receivables 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 Trustee shall withdraw from the Certificate Distribution Account on each Distribution Date and pay, solely from and in reduction of the Interest Remittance Amount, (i) to 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 Persons other than the applicable Servicer or (including the remittance to the Seller of the Seller. On any Payment Date ’s Retained Interest with respect to which Mortgage Loans identified on the Backup Servicer shall have been acting Mortgage Loan Schedule as Successor Servicer during “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 Collection PeriodPool 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 Backup ServicerBusiness Day immediately following the day on which, in its capacity as Successor Servicer, may direct any payments or distributions are received by the Indenture Trustee to withdraw from the Collection Account and pay with respect to the Backup ServicerCap Agreement, in its capacity as Successor Servicer, the sum of any accrued amounts expended by all such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6amounts.

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

Collections. The Servicer shall, and shall cause any subservicer to, remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables, and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of 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 preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to 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 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 liquidation of any Liquidated Receivables, but solely to the 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall, and shall cause any subservicer to, remit daily to the Collection Account all payments received by or on behalf of the Obligors with on or in respect to of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds, both as collected during the Collection Period, and in either case Proceeds within two Business Days of 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”)after receipt thereof. Notwithstanding the foregoing, for so long as: as (i) NH Credit remains TMCC is the Servicer, (ii) no Servicer 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 and (iii) prior to ceasing remittances as described in the preceding sentencecollectively, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with"Monthly Remittance Conditions"), the Servicer shall not be required to remit such collections with to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect to of the related Collection Period to the Collection Account on in immediately available funds. Commencing with the Transfer Date immediately following the end of such Collection Period. For purposes of this Article V, the phrase “payments by or on behalf first day of the Obligors” shall mean payments made with respect first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to the Receivables be satisfied and for so long as any Monthly Remittance Conditions is not satisfied, all collections then held 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 its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from be immediately deposited into the Collection Account and pay all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Backup Servicer, Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in its capacity as Successor Servicerthis Agreement, the sum of any accrued amounts expended by such Successor Servicer shall deposit all Payments Ahead in connection with the liquidation of any Liquidated ReceivablesCollection Account within two Business Days after receipt thereof, but solely which Payments Ahead shall be transferred to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer Payahead Account pursuant to this Section 5.3; provided that4.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the amount that 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 Successor Payments Ahead, without segregation from its other funds, until such time as the Servicer may withdraw from shall be required to remit Applied Payments Ahead to the Collection Account pursuant to this Section 5.3 on any Payment Date shall not exceed 4.06(a)(i). Commencing with the aggregate amount first day of Liquidation Proceeds collected during the related 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 Collection 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 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 Payment Date. Any Monthly Remittance Condition), if the Servicer provides to the Trustee written confirmation from each Rating Agency that such withdrawals permissible under this Section 5.3 shall be made prior alternative remittance schedule will not result in the qualification, reduction or withdrawal of the rating then assigned to any distributions under Section 5.6Class of Rated Certificates.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall, and shall cause any subservicer to, remit to the Collection Deposit Account all payments by or on behalf of the Obligors with respect to the ReceivablesReceivables (other than Purchased Receivables and not including Fixed Value Payments), and all Liquidation Proceeds, both as Proceeds collected during the related Collection Period, prior to 11:00 A.M. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and in either case not including Fixed Value Payments), all Liquidation Proceeds within two Business Days of 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”)receipt thereof. Notwithstanding the foregoing, for so long asThe commingling conditions are as follows: (i) NH Credit remains 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 "P-1" by Moody's or (y) if daily remittances occur hereunder, prior to ceasing remittances as described in the preceding sentencedaily 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), the Servicer shall remit such collections with respect . Notwithstanding anything herein to the related Collection Period to contrary, so long as DCFS is the Collection Servicer, DCFS may withhold from the deposit into the Deposit Account any amounts indicated on the Transfer Date immediately following related Servicer's Certificate as being due and payable to DCFS or the end of Seller and pay such Collection Periodamounts directly to DCFS or the Seller, as applicable. 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 In the event the commingling conditions cease to which be met, the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay make daily remittance of collections to the Backup Servicer, in its capacity as Successor Servicer, the sum Deposit Account within two Business Days of any accrued amounts expended by such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the 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 5.3receipt thereof; provided thathowever, the amount that such Successor Servicer daily remittance may withdraw from the Collection Account pursuant to this Section 5.3 on any Payment Date shall not exceed the aggregate amount commence no later than five Business Days following a reduction of Liquidation Proceeds collected during the related Collection Period and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6DaimlerChrysler North America Holding Corporation's short-term ratings below "A-1" by Standard & Poor's or "P-1" by Moody's.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables, and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of the date that the Servicer has identified and posted such amounts (which the Master Servicer shall use its reasonable best efforts provide each Servicer with such instructions as are necessary to do promptly) to permit 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 transfer by wire transfer in immediately available funds of all amounts on deposit in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such Custodial Accounts which constitute collections with respect to the related Collection Period to the Collection Account on the Transfer Servicer Remittance Date immediately following specified in the end of such Collection Periodrelated 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 Article VSection 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 phrase “payments by or Master Servicer shall be entitled to rely conclusively on behalf the accuracy of the Obligors” information provided to it by any Rate Protection Provider or by the Indenture Trustee, as applicable, and the Master Servicer shall mean payments made not be obligated to verify, recompute, reconcile or recalculate any such amount. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit the Total Distribution Amount for the related Payment Date, exclusive of any amounts received with respect to the Receivables by Persons other than the Servicer or the Seller. On any related Payment Date under any Rate Protection Agreement or in respect of the Underlying Securities that have not been deposited in the Collection Account, to the Note Distribution Account. Prior to disbursing the Total Distribution Amount, the Indenture Trustee shall withdraw from the Note Distribution Account on each Payment Date and pay, solely from and in reduction of the Interest Remittance Amount, (i) to itself, the Indenture Trustee Fee for such Payment Date, (ii) to 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 shall deposit into the 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 which any Rate Protection Agreement or Underlying Securities, all such amounts. (f) Immediately following the Backup Servicer shall have been acting as Successor Servicer during purchase or early termination of any Underlying Securities pursuant to the related Collection PeriodUnderlying Agreement and receipt of amounts in respect thereof, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from shall transfer the Collection Account and pay to the Backup Servicer, in its capacity as Successor Servicer, the sum aggregate of any accrued amounts expended by such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6Note Distribution Account.

Collections. The (a) Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall, and shall cause any subservicer to, remit to the Collection Account all payments (other than amounts constituting Supplemental Servicing Fees) by or on behalf of the Obligors on the Receivables, including all Liquidation Proceeds received by Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Day, after receipt thereof. Subject to the provisions of subsections (b) and (c), on the Closing Date, Servicer shall deposit in the Collection Account all payments by or on behalf of the Obligors on the Receivables received by Servicer after the Cutoff Date and on or prior to the second Business Day immediately preceding the Closing Date. (b) Notwithstanding the provisions of subsection (a), if _________ is the Servicer and (i) Servicer shall have the Required Rating or (ii) Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to in subsection (a) for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to the Receivables, and all Liquidation Proceeds, both as collected during the such Collection Period; provided that if (x) a Servicer Termination Event has occurred and is continuing, and in either case within two Business Days of the date that the (y) Servicer has identified and posted been terminated as such pursuant to Section 8.1 or (z) Servicer ceases to have the Required Rating, Servicer shall deposit such amounts (which including any amounts then being held by Servicer) into the Servicer shall use its reasonable best efforts to do promptly) to the Servicer’s computer system (the “Posted Date”Collection Account as provided in Section 4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in clauses (x), (y) and (z) of such proviso with respect to the outgoing Servicer. Pending the deposit of the amounts referred to in subsection (a) into the Collection Account, such amounts may be employed by Servicer at its own risk and for so long as: (i) NH Credit remains its own benefit and need not be segregated from Servicer's own funds. Any losses resulting from Servicer's actions shall be borne exclusively by the Servicer, . Servicer shall promptly notify Trustee in writing if it shall obtain or lose the Required Rating. (iic) no Servicer Default shall have occurred and be continuing Notwithstanding the provisions of subsections (a) and (iii) prior b), Servicer may retain, or will be entitled to ceasing remittances as described be reimbursed, from amounts otherwise payable into, or on deposit in, the Collection Account with respect to a Collection Period any amounts previously deposited in the preceding sentenceCollection Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, the Rating Agency Condition in each case, with respect to which Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies not be included in connection therewith are complied with), the Servicer shall remit such collections Collections with respect to the related Collection Period Distribution Date. (d) With respect to the Collection Account on the Transfer Date immediately following the end of such Collection Period. For purposes of this Article Veach Precomputed Receivable, the phrase “collections and payments by or on behalf of the Obligors” an obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall mean payments made with respect be applied 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 scheduled payment on such Precomputed Receivable for such Collection Period. To the extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, the Backup Servicer, in its capacity collections shall be treated as Successor Servicer, Payaheads until such later Collection Period as such Payaheads may direct the Indenture Trustee be transferred to withdraw from the Collection Account and pay applied either to the Backup Servicer, scheduled payments due or to prepay the Precomputed Receivable in its capacity as Successor Servicer, the sum of any accrued amounts expended by such Successor Servicer full in connection accordance with the liquidation of any Liquidated Receivables, but solely to the 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.64.5.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall, and shall cause any subservicer to, remit to the Collection Deposit Account all payments by or on behalf of the Obligors with respect to the ReceivablesReceivables (other than Purchased Receivables and not including Fixed Value Payments), and all Liquidation Proceeds, both as Proceeds collected during the related Collection Period, prior to 11:00 A.M. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and in either case not including Fixed Value Payments), all Liquidation Proceeds within two Business Days of 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”)receipt thereof. Notwithstanding the foregoing, for so long asThe commingling conditions are as follows: (i) NH Credit remains CFC must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) CFC must maintain a short-term rating of at least "A-1" by Standard & Poor's and "P-1" by Moody's or (y) if daily remittances occur hereunder, prior to ceasing remittances as described in the preceding sentencedaily 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), the Servicer shall remit such collections with respect . Notwithstanding anything herein to the related Collection Period to contrary, so long as CFC is the Collection Servicer, CFC may withhold from the deposit into the Deposit Account any amounts indicated on the Transfer Date immediately following related Servicer's Certificate as being due and payable to CFC or the end of Seller and pay such Collection Periodamounts directly to CFC or the Seller, as applicable. 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 In the event the commingling conditions cease to which be met, the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay make daily remittance of collections to the Backup Servicer, in its capacity as Successor Servicer, the sum Deposit Account within two Business Days of any accrued amounts expended by such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the 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 5.3receipt thereof; provided thathowever, the amount that such Successor Servicer daily remittance may withdraw from the Collection Account pursuant to this Section 5.3 on any Payment Date shall not exceed the aggregate amount commence no later than five Business Days following a reduction of Liquidation Proceeds collected during the related Collection Period and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6CFC's short-term ratings below "A-1" by Standard & Poor's or "P-1" by Moody's.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall, and shall cause any subservicer to, remit to the Collection Deposit Account all payments by or on behalf of the Obligors with respect to the ReceivablesReceivables (other than Purchased Receivables and not including Fixed Value Payments), and all Liquidation Proceeds, both as Proceeds collected during the related Collection Period, prior to 11:00 A.M. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and in either case not including Fixed Value Payments), all Liquidation Proceeds within two Business Days of 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”)receipt thereof. Notwithstanding the foregoing, for so long asThe commingling conditions are as follows: (i) NH Credit remains 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 remittances as described in the preceding sentencedaily 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), the Servicer shall remit such collections with respect . Notwithstanding anything herein to the related Collection Period to contrary, so long as DCS is the Collection Servicer, DCS may withhold from the deposit into the Deposit Account any amounts indicated on the Transfer Date immediately following related Servicer's Certificate as being due and payable to DCS or the end of Seller and pay such Collection Periodamounts directly to DCS or the Seller, as applicable. 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 In the event the commingling conditions cease to which be met, the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay make daily remittance of collections to the Backup Servicer, in its capacity as Successor Servicer, the sum Deposit Account within two Business Days of any accrued amounts expended by such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the 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 5.3receipt thereof; provided thathowever, the amount that such Successor Servicer daily remittance may withdraw from the Collection Account pursuant to this Section 5.3 on any Payment Date shall not exceed the aggregate amount commence no later than five Business Days following a reduction of Liquidation Proceeds collected during the related Collection Period and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6DaimlerChrysler North America Holding Corporation's short-term ratings below "A-1" by Standard & Poor's or "P-1" by Moody's.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables, and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of the date that the Servicer has identified and posted such amounts (which the Master Servicer shall use its reasonable best efforts provide each Servicer with such instructions as are necessary to do promptly) to permit 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 transfer by wire transfer in immediately available funds of all amounts on deposit in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such Custodial Accounts which constitute collections with respect to the related Collection Period to the Collection Account on the Transfer Servicer Remittance Date immediately following specified in the end of such Collection Periodrelated Servicing Agreement. (b) On or prior to each Master Servicer Remittance Date, the Master Servicer shall determine (by Mortgage Pool and in the aggregate) the Interest Remittance Amount, the Principal Remittance Amount, the Principal Distribution Amount, the Total Distribution Amount and the Trustee Fee, in each case for the related Distribution Date. For purposes of this Article VSection 6.04 and Section 6.08, with respect to any Distribution Date, in determining the amount received from the Cap Provider, the phrase “payments by or Master Servicer shall be entitled to rely conclusively on behalf the accuracy of the Obligors” information provided to it by the Cap Provider or by the Trustee, as applicable, and the Master Servicer shall mean payments made not be obligated to verify, recompute, reconcile or recalculate any such amount. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit the Total Distribution Amount for the related Distribution Date, exclusive of any amounts received with respect to the Receivables related Distribution Date under the Cap Agreement or received as proceeds from the sale of any Excess Cap Amount that have not been deposited in the Collection Account, to the Certificate Distribution Account. Prior to disbursing the Total Distribution Amount, the Trustee shall withdraw from the Certificate Distribution Account on each Distribution Date and pay, solely from and in reduction of the Interest Remittance Amount (from each Mortgage Pool in accordance with the applicable Pool Percentage), (i) to itself, the Trustee Fee for such Distribution Date, (ii) to the applicable Retained Interest Holder, any Retained Interest not paid thereto by Persons other than the applicable Servicer or (including the remittance to the Seller of the Seller. On any Payment Date ’s Retained Interest with respect to which Mortgage Loans identified on the Backup Servicer shall have been acting Mortgage Loan Schedule as Successor Servicer during “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 Collection PeriodPool 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 Backup ServicerBusiness Day immediately following the day on which, in its capacity any payments or distributions are received by the Trustee with respect to the Cap Agreement or received as Successor Servicer, may direct the Indenture Trustee to withdraw proceeds from the Collection Account and pay to the Backup Servicer, in its capacity as Successor Servicer, the sum sale of any accrued amounts expended by Excess Cap Amount, all such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6amounts.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall, and shall cause any subservicer to, remit to the Collection Deposit Account all payments by or on behalf of the Obligors with respect to the ReceivablesReceivables (other than Purchased Receivables and not including Fixed Value Payments), and all Liquidation Proceeds, both as Proceeds collected during the related Collection Period, prior to 11:00 A.M. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and in either case not including Fixed Value Payments), all Liquidation Proceeds within two Business Days of 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”)receipt thereof. Notwithstanding the foregoing, for so long asThe commingling conditions are as follows: (i) NH Credit remains CFC must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) CFC or 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 remittances as described in the preceding sentencedaily 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), the Servicer shall remit such collections with respect . Notwithstanding anything herein to the related Collection Period to contrary, so long as CFC is the Collection Servicer, CFC may withhold from the deposit into the Deposit Account any amounts indicated on the Transfer Date immediately following related Servicer's Certificate as being due and payable to CFC or the end of Seller and pay such Collection Periodamounts directly to CFC or the Seller, as applicable. 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 In the event the commingling conditions cease to which be met, the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay make daily remittance of collections to the Backup Servicer, in its capacity as Successor Servicer, the sum Deposit Account within two Business Days of any accrued amounts expended by such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the 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 5.3receipt thereof; provided thathowever, the amount that such Successor Servicer daily remittance may withdraw from the Collection Account pursuant to this Section 5.3 on any Payment Date shall not exceed the aggregate amount commence no later than five Business Days following a reduction of Liquidation Proceeds collected during the related Collection Period and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6CFC's or DaimlerChrysler North America Holding Corporation's, as applicable, short-term ratings below "A-1" by Standard & Poor's or "P-1" by Moody's.

Collections. (a) Pursuant to the Indenture, the Trustee has established the Servicing Account. The Servicer shallshall make deposits to and transfers from the Servicing Account, and shall cause any subservicer tobe entitled to make withdrawals therefrom, as provided in this Agreement. The Servicer shall remit to the Collection Servicing Account all payments by or on behalf of the Obligors on the Leases (other than 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 Receivablesdisposition of Equipment to be treated as such in accordance with the last paragraph of Section 3.3) received by the Servicer, and all Liquidation Proceedsin each case, both as collected during soon as practicable, but in no event later than the Collection Period, and in either case within two second Business Day after receipt thereof. Within three Business Days after the deposit of the date that the Servicer has identified such payments and posted such amounts (which proceeds therein, the Servicer shall use its reasonable best efforts transfer all amounts credited to do promptlythe Servicing Account on account of such payments and proceeds (i) to the Servicer’s computer system extent they constitute Pledged Revenues, to the Collection Account and (ii) to the “Posted Date”)extent they represent Residual Realizations, to the Residual Account. 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 may utilize an alternative remittance schedule acceptable to ceasing remittances as described the Servicer if the Servicer provides to the Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the preceding sentence, downgrading or withdrawal by the Rating Agency Condition of the rating then assigned to the Notes. Amounts from time to time in the Servicing Account shall have been satisfied (be invested in accordance with Section 8.07 of the Indenture, and the Servicer shall be entitled to any conditions or limitations imposed by earnings on such investments as additional servicing compensation hereunder. In the Rating Agencies in connection therewith are complied with)event of any losses on such investments, the Servicer shall remit such collections with respect deposit in the Servicing Account the amount thereof, net of any earnings otherwise distributable to the related Collection Period Servicer. (b) The Servicer shall remit to the Collection Account on (i) no later than the Transfer Date immediately following second Business Day prior to a Payment Date, that portion of any Purchase Amount relating to the end Required Payoff Amount received by the Servicer upon the repurchase by Vendor Services of such Collection Period. For purposes of this Article Vany Lease pursuant to Section 2.6, the phrase “payments by or on behalf and (ii) that portion of the Obligors” shall mean payments made with respect amount paid by the Contributor to repurchase 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 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 liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer Leases pursuant to this Section 5.3; provided that, the amount that such Successor Servicer may withdraw from 5.1 as is required to be deposited in the Collection Account pursuant to this Section 5.3 such Section. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer will be entitled to be reimbursed from amounts on any Payment Date shall not exceed deposit in the aggregate amount of Liquidation Proceeds collected during the related Collection Period and deposited into Servicing Account or the Collection Account prior 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 Payment Date. Any amounts and the provision of such withdrawals permissible under this Section 5.3 shall information to the Trustee as may be made prior necessary to any distributions under Section 5.6verify the accuracy of such certification.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall, and shall cause any subservicer to, remit to the Collection Deposit Account all payments by or on behalf of the Obligors with respect to the ReceivablesReceivables (other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds collected during the related Collection Period, prior to 11:00 a.m. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments) and all Liquidation Proceeds, both as collected during the Collection Period, and in either case Proceeds within two Business Days of 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”)receipt thereof. Notwithstanding the foregoing, for so long asThe commingling conditions are as follows: (i) NH Credit remains DCFS must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) DCFS must maintain a short-term rating of at least “A-1” by Standard & Poor’s, “P-1” by Moody’s and “F-1” by Fitch or (y) if daily remittances occur hereunder, prior to ceasing remittances as described in the preceding sentencedaily 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), the Servicer shall remit such collections with respect . Notwithstanding anything herein to the related Collection Period to contrary, so long as DCFS is the Collection Servicer, DCFS may withhold from the deposit into the Deposit Account any amounts indicated on the Transfer Date immediately following related Servicer’s Certificate as being due and payable to DCFS or the end of Seller and pay such Collection Periodamounts directly to DCFS or the Seller, as applicable. 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 In the event the commingling conditions cease to which be met, the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay make daily remittance of collections to the Backup ServicerDeposit Account within two Business Days of receipt thereof; provided, in its capacity as Successor Servicerhowever, the sum daily remittance may commence no later than five Business Days following a reduction of any accrued amounts expended DCFS’s short-term ratings below “P-1” by such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables Moody’s or previously recovered “F1” 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6Fitch or “A-1” by Standard & Poor’s.

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall, and shall cause any subservicer to, remit daily to the Collection Account all payments received by or on behalf of the Obligors with on or in respect to of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds, both as collected during the Collection Period, and in either case Proceeds within two Business Days of 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”)after receipt thereof. Notwithstanding the foregoing, for so long as: (i) NH Credit remains as the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) prior to ceasing remittances as described in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith Monthly Remittance Conditions are complied with)satisfied, the Servicer shall not be required to remit such collections with 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 to of the related Collection Period to the Collection Account on in immediately available funds. Commencing with the Transfer Date immediately following the end of such Collection Period. For purposes of this Article V, the phrase “payments by or on behalf first day of the Obligors” shall mean payments made with respect first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to the Receivables be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held 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 its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from be immediately deposited into the Collection Account and pay all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Backup Servicer, Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in its capacity as Successor Servicerthis Agreement, the sum of any accrued amounts expended by such Successor Servicer shall deposit all Payments Ahead in connection with the liquidation of any Liquidated ReceivablesCollection Account within two Business Days after receipt thereof, but solely which Payments Ahead shall be transferred to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer Payahead Account pursuant to this Section 5.3; provided that5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the amount that 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 Successor Payments Ahead, without segregation from its other funds, until such time as the Servicer may withdraw from shall be required to remit Applied Payments Ahead to the Collection Account pursuant to this Section 5.3 on any Payment Date shall not exceed 5.06(a)(i). Commencing with the aggregate amount first day of Liquidation Proceeds collected during the related 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 Collection 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 Payment DateMonthly 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. Any [In the event that any class of Notes is issued with a Revolving Period, Collections designated for payment of principal on such withdrawals permissible under this Section 5.3 class of Notes shall be made prior deposited in an account established by the Servicer pursuant to any distributions under Section 5.65.1 for the purpose of purchase of additional Receivables.]

Collections. (a) The Servicer shall, shall establish the Subcollection Account in 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 cause any subservicer to, initially be established with the Indenture Trustee. The Servicer shall remit directly to the Collection Subcollection Account without deposit into any intervening account all payments by or on behalf of the Obligors with respect to on the Receivables, Receivables and all Liquidation ProceedsProceeds received by the Servicer, both in each case, as collected during soon as practicable, but in no event later than the Business Day after receipt thereof. Within two days of deposit of payments into the Subcollection Account, the Indenture Trustee shall transfer all amounts credited to the Subcollection Account on account of such payments to the Collection Period, and Account. Amounts in either case within two Business Days of the date that the Servicer has identified and posted such amounts (which the Servicer Subcollection Account shall use its reasonable best efforts to do promptly) to the Servicer’s computer system (the “Posted Date”)not be invested. Notwithstanding the foregoing, for the Servicer may utilize an alternative remittance schedule acceptable to the Servicer if the Security Insurer consents in writing (so long as: as an Insurer Default shall not have occurred and be continuing) and the Servicer provides to the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agency of the rating then assigned to the Certificates or the Notes. (ib) NH Credit remains 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 (ii) no Servicer unless an Insurer Default shall have occurred and be continuing and (iiicontinuing) prior to ceasing remittances as described in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to 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 its capacity as Successor Servicer, may direct give the Indenture Trustee notice to withdraw from such effect, following receipt of which the Collection Account and pay Indenture Trustee shall not make a distribution 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 liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer amount pursuant to this Section 5.3; provided that4.6, or if the Servicer prior thereto has been reimbursed pursuant to Section 4.6 or Section 4.8, the amount that Indenture Trustee shall withhold such Successor amounts from amounts otherwise distributable to the Servicer may withdraw from on 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 and deposited into the Collection Account prior to such Payment next succeeding Distribution Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit to the Collection Account within two Business Days following receipt thereof all payments by or on behalf of the Obligors with respect to obligors on the Receivables, Receivables and all Liquidation ProceedsProceeds (including payments made under any of the Insurance Policies or the Collateral Insurance to the extent applicable to payments due on the Receivables) , both as collected during the Collection Period, and in either case within two Business Days net of 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's actual out-of-pocket expenses reasonably incurred with respect to Defaulted Receivables or Vehicles, which shall be paid from amounts actually recovered with respect to any Defaulted Receivable or Vehicle, (ii) no Servicer Default shall charge backs attributable to errors in posting, returned checks, or rights of offset for amounts that should not have occurred and been paid or that must be continuing refunded as the result of a successful claim or defense under bankruptcy or similar laws and (iii) prior to ceasing remittances the Monthly Servicing Fee, as described provided in Section 4.8. (b) On the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies Determination Date in connection therewith are complied with)each month, the Servicer shall remit such collections with respect to instruct 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 its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account the amount collected with respect to Receivables, including Additional Fees and pay Liquidation Proceeds, received during the Collection Period and investment earnings related to such Determination Date and deposit such amount in immediately available funds or by wire transfer in immediately available funds into the Backup ServicerCertificate Account. (c) On or before each Determination Date, in its capacity as Successor Servicer, the Servicer shall determine (i) the sum of any accrued amounts expended by such Successor Servicer in connection with (x) the liquidation amount of any Liquidated payments on all Receivables, but solely including all Additional Fees and Liquidation Proceeds (including payments made under any of the Insurance Policies or the Collateral Insurance to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer pursuant applicable to this Section 5.3; provided thatpayments due on the Receivables), 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 received during the related Collection Period and Period, investment earnings deposited into in the Collection Account prior or Certificate Account during the related Collection Period, investment earnings earned through such Determination Date and not yet deposited in the Collection Account or Certificate Account, and the Purchase Amounts for all Receivables to be purchased or repurchased with respect to such Payment Collection Period which have been deposited in the Certificate Account (the "Net Available Funds") and (y) the Yield Maintenance Withdrawal Amount for the related Distribution Date (the sum of (x) and (y) being the "Available Funds"), and (ii) the amount of funds necessary to make the distributions required pursuant to clauses (i) through (iv) of Section 5.4(a) on the next Distribution Date. Any The Servicer shall by a Servicer's Certificate notify the Trustee of such withdrawals permissible under this Section 5.3 amounts by telecopy to the Corporate Trust office (or such other number as the Trustee may from time to time provide), followed promptly by mailing such notice to the Trustee at the Corporate Trust Office, and the Trustee shall be made prior provide such notice to any distributions under Section 5.6the Certificate Insurer.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall, and shall cause any subservicer to, remit to the Collection Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables), all Liquidation Proceeds (including Recoveries) collected during the related Collection Period, prior to 11:00 a.m. (New York time) on the Business Day preceding the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Liquidation Proceeds, both as collected during the Collection Period, and in either case Proceeds within two Business Days of 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”)receipt thereof. Notwithstanding the foregoing, for so long asThe commingling conditions are as follows: (i) NH Credit remains 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 remittances as described in the preceding sentencedaily 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), the Servicer shall remit such collections with respect . Notwithstanding anything herein to the related Collection Period to contrary, so long as CFSA is the Collection Servicer, CFSA may withhold from the deposit into the Deposit Account any amounts indicated on the Transfer Date immediately following related Servicer’s Certificate as being due and payable to CFSA or the end of Seller and pay such Collection Periodamounts directly to CFSA or the Seller, as applicable. 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 In the event the commingling conditions cease to which be met, the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay make daily remittance of collections to the Backup ServicerDeposit Account within two Business Days of receipt thereof; provided, in its capacity as Successor Servicerhowever, the sum daily remittance may commence no later than five Business Days following a reduction of any accrued amounts expended CFSA’s short-term ratings below “F1” by such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables Fitch or previously recovered “A-1” 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6Standard & Poor’s.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall, and shall cause any subservicer to, remit to the Collection Deposit Account all payments by or on behalf of the Obligors with respect to the ReceivablesReceivables (other than Purchased Receivables and not including Fixed Value Payments), and all Liquidation Proceeds, both as Proceeds collected during the related Collection Period, prior to 11:00 a.m. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and in either case not including Fixed Value Payments), all Liquidation Proceeds within two Business Days of 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”)receipt thereof. Notwithstanding the foregoing, for so long asThe commingling conditions are as follows: (i) NH Credit remains 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 remittances as described in the preceding sentencedaily 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), the Servicer shall remit such collections with respect . Notwithstanding anything herein to the related Collection Period to contrary, so long as DCS is the Collection Servicer, DCS may withhold from the deposit into the Deposit Account any amounts indicated on the Transfer Date immediately following related Servicer's Certificate as being due and payable to DCS or the end of Seller and pay such Collection Periodamounts directly to DCS or the Seller, as applicable. 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 In the event the commingling conditions cease to which be met, the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay make daily remittance of collections to the Backup Servicer, in its capacity as Successor Servicer, the sum Deposit Account within two Business Days of any accrued amounts expended by such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the 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 5.3receipt thereof; provided thathowever, the amount that such Successor Servicer daily remittance may withdraw from the Collection Account pursuant to this Section 5.3 on any Payment Date shall not exceed the aggregate amount commence no later than five Business Days following a reduction of Liquidation Proceeds collected during the related Collection Period and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6DaimlerChrysler North America Holding Corporation's short-term ratings below "A-1" by Standard & Poor's or "P-1" by Moody's.

Collections. The Servicer shall, and shall cause any subservicer to, remit to the Collection Account all payments amounts received by the Servicer on or on behalf in respect of the Obligors Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to the Purchased Receivables, and all Liquidation Proceeds, both ) as collected during the Collection Period, soon as practicable and in either case within two no event after the close of business on the second Business Days of the date Day after such receipt; provided, however, 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 as the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) prior to ceasing remittances as described in the preceding sentence, the Rating Agency Monthly Remittance Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with)be satisfied, the Servicer shall may remit all such collections with amounts received on or in respect to of the related Receivables during any Collection Period to the Collection Account in immediately available funds on the Transfer Date immediately following related Deposit Date. As of the end of such Collection Period. For purposes of this Article VClosing Date, 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 its capacity as Successor Servicer, may direct the Indenture Trustee make remittances to withdraw from the Collection Account and pay 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 Servicer to the Backup Servicer, Collection Account unless such Trustee has received notice of such event or circumstance from the Depositor or the Servicer in its capacity as Successor Serviceran 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 sum Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of any accrued the Receivables (including Liquidation Proceeds and all amounts expended received by such Successor the Servicer in connection with the liquidation repossession and sale of any Liquidated Receivables, a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but solely excluding the Cutoff Date to and including the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor second Business Day preceding the Closing Date. If the Servicer pursuant to this Section 5.3; provided thatshall satisfy the Monthly Remittance Condition, the amount that such Successor Servicer may withdraw from shall remit to the Collection Account pursuant to this Section 5.3 on any Payment the related Deposit Date shall not exceed for the aggregate amount initial Collection Period, all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds collected and all amounts received by the Servicer 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 related period from but excluding the Cutoff Date to and including the last day of the initial Collection Period and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6Period.

Collections. The Servicer shall, and shall cause any subservicer to, remit to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables, and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of 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 preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to 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 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 liquidation of any Liquidated Receivables, but solely to the 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6.]

Collections. The (a) Except as otherwise provided in this Agreement, the Servicer shall, and shall cause any subservicer to, remit daily to the Collection Account all payments received by or on behalf of the Obligors with on or in respect to of the Receivables (other than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds, both as collected during the Collection Period, and in either case Proceeds within two Business Days of 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”)after receipt thereof. Notwithstanding the foregoing, for so long as: (i) NH Credit remains as the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) prior to ceasing remittances as described in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith Monthly Remittance Conditions are complied with)satisfied, the Servicer shall not be required to remit such collections with 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 to of the related Collection Period to the Collection Account on in immediately available funds. Commencing with the Transfer Date immediately following the end of such Collection Period. For purposes of this Article V, the phrase “payments by or on behalf first day of the Obligors” shall mean payments made with respect first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to the Receivables be satisfied and for so long as any Monthly Remittance Conditions is not satisfied, all collections then held 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 its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from be immediately deposited into the Collection Account and pay all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Backup Servicer, Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in its capacity as Successor Servicerthis Agreement, the sum of any accrued amounts expended by such Successor Servicer shall deposit all Payments Ahead in connection with the liquidation of any Liquidated ReceivablesCollection Account within two Business Days after receipt thereof, but solely which Payments Ahead shall be transferred to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer Payahead Account pursuant to this Section 5.3; provided that5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the amount that 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 Successor Payments Ahead, without segregation from its other funds, until such time as the Servicer may withdraw from shall be required to remit Applied Payments Ahead to the Collection Account pursuant to this Section 5.3 on any Payment Date shall not exceed 5.06(a)(i). Commencing with the aggregate amount first day of Liquidation Proceeds collected during the related 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 Collection 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 Payment Date. Any Monthly Remittance Condition), if the Servicer provides to the Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that such withdrawals permissible under this Section 5.3 shall be made prior alternative remittance schedule will not result in the qualification, reduction or withdrawal of the rating then assigned to any distributions under Section 5.6Class of Notes or the Certificates.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables, ) and all Liquidation Proceeds, both as collected during the each Collection Period, and in either case within two Business Days . For purposes of this Article V the date that the Servicer has identified and posted such amounts (which the Servicer phrase "payments by or on behalf of Obligors" shall use its reasonable best efforts to do promptly) mean payments made with respect to the Receivables or the Financed Vehicles by Persons other than the Servicer’s computer system , DFS, the Transferor or the Depositor. (b) Notwithstanding anything in this Agreement to the “Posted Date”). Notwithstanding the foregoing, contrary (i) for so long as: (i) NH Credit remains as DFS is the Servicer, (ii) no Servicer Default shall have has occurred and be is continuing and (iii) (x) DFS arranges for and maintains a letter of credit or other form of credit enhancement in respect of the Servicer's obligations to make deposits of payments and Liquidation Proceeds in the Collection Account that is acceptable in form and substance to each Rating Agency or (y) DFS otherwise obtains the Rating Agency confirmations described below, then, subject to any limitations in the confirmations described below, the Servicer need not make the daily deposits of payments and Liquidation Proceeds into the Collection Account as provided in Section 5.02(a), but may make a single deposit into the Collection Account in same- day funds not later than 12:00 noon, New York City time, on the Business Day immediately preceding each Monthly Payment Date in a net amount equal to the amount which would have been on deposit with respect to the immediately preceding Collection Period in the Collection Account; provided, however, that prior to ceasing remittances daily deposits as described in Section 5.02 (a) the preceding sentence, the Rating Agency Condition Servicer shall have been satisfied (and any conditions or limitations imposed by delivered to the Indenture Trustee written confirmation from each of the Rating Agencies that the failure by DFS to make daily deposits shall not result in connection therewith are complied with)a reduction or withdrawal of the rating of any outstanding Securities. (c) If (i) the Servicer makes a deposit into the Collection Account in respect of a payment of a Receivable and such payment was received by the Servicer in the form of a check which is not honored for any reason or (ii) the Servicer makes a mistake with respect to the amount of any payment and deposits an amount that is less than or more than the actual amount of such payment, the Servicer shall remit such collections with respect to 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 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 liquidation of any Liquidated Receivables, but solely to the 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, appropriately adjust 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 and subsequently deposited into the Collection Account prior to reflect such Payment Datedishonored check or mistake. Any such withdrawals permissible under this Section 5.3 Receivable in respect of which a dishonored check is received shall be made prior deemed not to any distributions under Section 5.6have been paid.

Collections. The (a) Obligors shall have been instructed to make all payments in respect of the Receivables to one of the Collection Accounts. Each of the Company and the Master Servicer represents, warrants and agrees that all Collections shall be collected, processed and deposited by it pursuant to, and in accordance with the terms of, the Pooling and Servicing Agreements. Without limiting the generality of the foregoing, the Master Servicer shall comply with the provisions of subsection 3.01(d) of the Pooling Agreement as to remittance ------------------ of funds available in any Collection Account or Master Collection Account. All Collections in the Collection Accounts or Master Collection Accounts shall be transferred to the applicable Company Concentration Accounts by no later than 12:30 p.m. London time on the next Business Day following the day of receipt of Collections in the Collection Accounts. In the event that any payments in respect of any Receivable are made directly to the Master Servicer or any Local Servicer, the Master Servicer or the Local Servicer shall, and shall cause any subservicer towithin one (1) Business Day of receipt thereof, remit deliver or deposit such amounts to the Collection appropriate currency Company Concentration Account all and, prior to forwarding such amounts, the Master Servicer or the Local Servicer shall hold such payments by or on behalf of the Obligors Company. (b) The Master Servicer shall administer amounts on deposit in the Collection Accounts and the Master Collection Accounts in accordance with respect 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 Receivablesterms 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 all Liquidation Proceedstransfers of any such amounts as provided by the terms of any Pooling and Servicing Agreements, both as collected during such directions to be included in the Collection PeriodDaily Report. (c) If the Collections received in respect of a Receivable that is not set forth in a Daily Report can be identified by the Master Servicer within five (5) Local Business Days of receipt, the Master Servicer shall send written notice to the Trustee identifying such Receivable and in either case setting forth the amount of Collections attributable to such Receivable. If the Trustee shall have received such written notice within two five (5) Local Business Days of the date that the Servicer has identified and posted Local Business Day on which such amounts (which the Servicer Collections have been deposited into a Collection Account, such Collections shall use its reasonable best efforts to do promptly) be transferred 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 preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed relevant Company Receipts Account by the Rating Agencies in connection therewith are complied with), Trustee. If the Servicer shall remit such collections Collections received with respect to an Excluded Receivable can be identified by the related Master Servicer immediately upon receipt of such Collections in any Collection Period Account, such Collections may be transferred to the Collection relevant Company Receipts Account on by the Transfer Date immediately following Trustee in accordance with the end of Daily Report, such Collection Period. For purposes of this Article V, the phrase “payments by or on behalf transfers to be made in accordance with Section 3.01(d)(vii) of the Obligors” shall mean payments made Pooling Agreement. If the Collections with respect to such Excluded Receivable cannot be immediately identified by the Master Servicer upon receipt, such Collections shall be allocated as set forth in subsections 3.01(d), 3.01(e), 3.01(f), ------------------- ------- ------- 3.01(g) and 3.01(h) of the Pooling Agreement, as applicable. ------- ------- (d) The Master Servicer hereby agrees that if the Master Servicer can attribute a Collection to 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 by Persons other than of such Obligor in the order of maturity of such Receivables, beginning with the Receivable that has been outstanding the longest period of time and ending with the Receivable that has been outstanding the shortest period of time. (e) The Master Servicer shall procure the Forward Rates from the FX Counterparty or the Seller. On any Payment Date with respect Funding Agent in order to which prepare the Backup Servicer Daily Report and the Monthly Settlement Report and the Company shall have been acting as Successor Servicer during procure the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw Spot Rates from the Collection Account and pay FX Counterparty or the Funding Agent in order to make the Backup Servicer, in its capacity as Successor Servicer, the sum of any accrued amounts expended by such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the 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 distributions from the Collection Account pursuant to this Section 5.3 on any Payment Date shall not exceed Series Concentration Accounts set forth in Sections 3.01(d), (e), (f), (g) and (h) of the aggregate amount of Liquidation Proceeds collected during the related Collection Period and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6Pooling Agreement.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables, and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of the date that the Servicer has identified and posted such amounts (which the Master Servicer shall use its reasonable best efforts provide each Servicer with such instructions as are necessary to do promptly) to permit 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 transfer by wire transfer in immediately available funds of all amounts on deposit in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such Custodial Accounts which constitute collections with respect to the related Collection Period to the Collection Account on the Transfer Servicer Remittance Date immediately following specified in the end of such Collection Periodrelated 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 and the Trustee Fee, in each case for the related Distribution Date. For purposes of this Article VSection 6.04 and Section 6.08, with respect to any Distribution Date, in determining the amount received from the Cap Provider [or from the Underlying Securities], the phrase “payments by or Master Servicer shall be entitled to rely conclusively on behalf the accuracy of the Obligors” information provided to it by the Cap Provider or by the Trustee, as applicable, and the Master Servicer shall mean payments made not be obligated to verify, recompute, reconcile or recalculate any such amount. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit the Total Distribution Amount for the related Distribution Date, exclusive of any amounts received with respect to the Receivables related Distribution Date under the Cap Agreement or [in respect of the Underlying Securities] [or received as proceeds from the sale of any Excess Cap Amount] that have not been deposited in the Collection Account, to the Certificate Distribution Account. Prior to disbursing the Total Distribution Amount, the Trustee shall withdraw from the Certificate Distribution Account on each Distribution Date and pay, solely from and in reduction of the Interest Remittance Amount, (i) to itself, the Trustee Fee for such Distribution Date, (ii) to the applicable Retained Interest Holder, any Retained Interest not paid thereto by Persons other than the applicable Servicer or (including the remittance to the Seller of the Seller. On any Payment Date ’s Retained Interest with respect to which Mortgage Loans identified on the Backup Servicer shall have been acting Mortgage Loan Schedule as Successor Servicer during “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 Collection PeriodPool 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 Backup ServicerBusiness Day immediately following the day on which, in its capacity any payments or distributions are received by the Trustee with respect to the any Cap Agreement or Underlying Securities or received as Successor Servicer, may direct the Indenture Trustee to withdraw proceeds from the Collection Account and pay to the Backup Servicer, in its capacity as Successor Servicer, the sum sale of any accrued amounts expended by Excess Cap Amount, all such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6amounts.

Collections. (a) Pursuant to the Indenture, the Indenture Trustee has established the Servicing Account. The Servicer shallshall make deposits to and transfers from the Servicing Account, and shall cause any subservicer tobe entitled to make withdrawals therefrom, as provided in this Agreement. The Servicer shall remit to the Collection Servicing Account all payments by or on behalf of the Obligors on the Contracts (other than amounts constituting Administrative Fees) 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 Receivablesdisposition of Equipment to be treated as such in accordance with the last paragraph of Section 3.3) received by the Servicer, and all Liquidation Proceedsin each case, both as collected during soon as practicable, but in no event later than the Collection Period, and in either case within two second Business Day after receipt thereof. Within three Business Days after the deposit of the date that the Servicer has identified such payments and posted such amounts (which proceeds therein, the Servicer shall use its reasonable best efforts transfer all amounts credited to do promptlythe Servicing Account on account of such payments and proceeds (i) to the Servicer’s computer system extent they constitute Pledged Revenues, to the Collection Account, and (ii) to the “Posted Date”)extent they represent amounts allocated to the Depositor, to the Depositor. 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 may utilize an alternative remittance schedule acceptable to ceasing remittances as described the Servicer if the Servicer provides to the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the preceding sentence, downgrading or withdrawal by the Rating Agency Condition of the rating then assigned to the Notes or the Equity Certificates. Amounts from time to time in the Servicing Account shall have been satisfied (be invested in accordance with Section 8.07 of the Indenture, and the Servicer shall be entitled to any conditions or limitations imposed by earnings on such investments as additional servicing compensation hereunder. In the Rating Agencies in connection therewith are complied with)event of any losses on such investments, the Servicer shall remit such collections with respect deposit in the Servicing Account the amount thereof, net of any earnings otherwise distributable to the related Collection Period Servicer. (b) The Servicer shall remit to the Collection Account on (i) that portion of any Purchase Amount relating to the Transfer Date immediately following Required Payoff Amount received by the end Servicer upon the purchase by TCC of such Collection Period. For purposes of this Article Vany Contract pursuant to Section 2.6, the phrase “payments by or on behalf and (ii) that portion of the Obligors” shall mean payments made with respect amount paid by the Depositor to purchase 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 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 liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer Contracts pursuant to this Section 5.3; provided that, the amount that such Successor Servicer may withdraw from 5.1 as is required to be deposited in the Collection Account pursuant to this Section 5.3 such Section. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer will be entitled to be reimbursed from amounts on any Payment Date shall not exceed deposit in the aggregate amount of Liquidation Proceeds collected during the related Collection Period and deposited into Servicing Account or the Collection Account prior 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 Payment Date. Any amounts and the provision of such withdrawals permissible under this 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 5.3 shall be made prior to any distributions under Section 5.62.6.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit to the Collection Account 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 ProceedsProceeds directly into the Local Collection Accounts on the Business Day of receipt, both as collected 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 PeriodPeriod 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, and in either case within two Business Days of 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 preceding sentenceOriginators, the Rating Agency Condition Seller or the Depositor shall have been satisfied (and any conditions or limitations imposed by deposit into the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to the related Local 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 “Accounts all payments by or on behalf of the Obligors” shall mean payments made with respect Obligors on the Receivables and any Liquidation Proceeds received by the Originators, the Seller, the Depositor or the Servicer after the Cut-Off Date and any Compensating Interest on or prior to the second Business Day immediately preceding the Closing Date. The Local Banks shall deposit all such payments on the Receivables by Persons other and any Compensating Interest into the [____________] Collection Accounts no later 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 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 liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect Business Day after receipt of such Liquidated Receivables or previously recovered by payments and the [____________] Banks shall deposit all 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 and deposited payments into the Collection Account prior no later than the Business Day after receipt of such payments. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Collection Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to SECTION 5.5(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 (unless an Insurer Default shall have occurred and be continuing) give the Trustee written notice to such Payment effect, following receipt of which the Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to SECTION 5.5, or if the Servicer 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 Servicer on the next succeeding Distribution Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit to the Collection Account within two Business Days following receipt thereof all payments by or on behalf of the Obligors with respect to obligors on the Receivables, Receivables and all Liquidation ProceedsProceeds (including payments made under any of the Insurance Policies or the Collateral Insurance to the extent applicable to payments due on the Receivables) , both as collected during the Collection Period, and in either case within two Business Days net of 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's actual out-of-pocket expenses reasonably incurred with respect to Defaulted Receivables or Vehicles, which shall be paid from amounts actually recovered with respect to any Defaulted Receivable or Vehicle, (ii) no Servicer Default shall charge backs attributable to errors in posting, returned checks, or rights of offset for amounts that should not have occurred and been paid or that must be continuing refunded as the result of a successful claim or defense under bankruptcy or similar laws and (iii) prior to ceasing remittances the Monthly Servicing Fee, as described provided in Section 4.8. (b) On the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies Determination Date in connection therewith are complied with)each month, the Servicer shall remit such collections with respect to instruct 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 its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account the amount collected with respect to Receivables, including Additional Fees and pay Liquidation Proceeds, received during the Collection Period and investment earnings related to such Determination Date and deposit such amount in immediately available funds or by wire transfer in immediately available funds into the Backup ServicerSecurity Account. (c) On or before each Determination Date, in its capacity as Successor Servicer, the Servicer shall determine (i) the sum of any accrued amounts expended by such Successor Servicer in connection with (x) the liquidation amount of any Liquidated payments on all Receivables, but solely including all Additional Fees and Liquidation Proceeds (including payments made under any of the Insurance Policies or the Collateral Insurance to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer pursuant applicable to this Section 5.3; provided thatpayments due on the Receivables), 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 received during the related Collection Period and Period, investment earnings deposited into in the Collection Account prior or Security Account during the related Collection Period, investment earnings earned through such Determination Date and not yet deposited in the Collection Account or Security Account, and the Purchase Amounts for all Receivables to be purchased or repurchased with respect to such Payment Collection Period which have been deposited in the Security Account (the "Net Available Funds") and (y) the Yield Maintenance Withdrawal Amount for the related Distribution Date (the sum of (x) and (y) being the "Available Funds"), and (ii) the amount of funds necessary to make the distributions required pursuant to clauses (i) through (iv) of Section 5.4(a) on the next Distribution Date. Any The Servicer shall by a Servicer's Certificate notify the Trustee of such withdrawals permissible under this Section 5.3 amounts by telecopy to the Corporate Trust office (or such other number as the Trustee may from time to time provide), followed promptly by mailing such notice to the Trustee at the Corporate Trust Office, and the Trustee shall be made prior provide such notice to any distributions under Section 5.6the Security Insurer.

Collections. The (a) Servicer shall, and shall cause any subservicer to, remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables, Receivables (other than any amounts constituting Supplemental Servicing Fees) and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of 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: if Key Bank USA is the Servicer and (i) NH Credit remains shall have the ServicerRequired Rating or (ii) Indenture Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Notes would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to above for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that (i) if a Servicer Termination Event has occurred and is continuing, (ii) no Servicer Default shall have occurred and be continuing and has been terminated as such pursuant to Section 8.1 or (iii) prior Servicer ceases to ceasing remittances have the Required Rating, Servicer shall deposit such amounts (including any amounts then being held by Servicer) into the Collection Account as described provided in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to 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, 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 Servicer, Seller or the SellerAFG. On any Payment Date with SALE AND SERVICING AGREEMENT (b) With respect to which each Receivable (other than a Purchased Receivable or a Precomputed Receivable), collections and payments by or on behalf of the Backup Servicer Obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall have been acting be applied to interest and principal in accordance with the Simple Interest Method, as Successor Servicer during applied by Servicer. Any excess shall be applied to prepay the related Receivable. All Liquidation Proceeds shall be treated as Interest Collections. (c) With respect to each Precomputed Receivable, collections and payments by or on behalf of an Obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to the scheduled payments due on such Precomputed Receivable for such Collection Period. To the extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, the Backup Servicer, in its capacity collections shall be treated as Successor Servicer, Payaheads until such later Collection Period as such Payaheads may direct the Indenture Trustee be transferred to withdraw from the Collection Account and pay applied either to the Backup Servicer, scheduled payments due or to prepay the Precomputed Receivable in its capacity as Successor Servicer, the sum of any accrued amounts expended by such Successor Servicer full in connection accordance with the liquidation of any Liquidated Receivables, but solely to the 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.65.5.

Collections. The Servicer shall, and shall cause any subservicer to, remit to the Collection Certificate Account all payments by or on behalf of the Obligors with respect to on the Receivables, Receivables and all Liquidation Proceeds, both as collected during the Collection Period, Period net of Monthly Servicing Fees and in either case within two Business Days of the date that administrative fees allowed to be retained by the Servicer has identified pursuant to Section 8.08 and posted net of charge backs (attributable to errors in posting, returned checks, or rights of offset for amounts that should not have been paid or that must be refunded as the result of a successful claim or defense under bankruptcy or similar laws) not later than the second Business Day following the Business Day on which such amounts (which the Servicer shall use its reasonable best efforts to do promptly) to are received by the Servicer’s computer system (the “Posted Date”). Notwithstanding the foregoing, for so long as: as (ia) NH Credit UAC remains the Servicer, (iib) no Servicer Event of Default shall have occurred and be continuing and (iiic)(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 remittances as described in the preceding sentencedaily 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)) and the prior written consent of the Insurer (not to be unreasonably withheld) shall have been obtained, the Servicer may remit all such payments and Liquidation Proceeds with respect to any Collection Period to the Certificate Account on a less frequent basis, but in no event later than the Determination Date immediately preceding each Distribution Date. The Servicer shall remit any Advances with respect to a Collection Period to the Certificate Account on or before the Determination Date. On each Determination Date, the Servicer shall remit determine (a) the amount of payments on all Receivables and all Liquidation Proceeds received during such collections Collection Period, the amount of Advances for such Collection Period, and the Purchase Amount for all Receivables purchased or repurchased with respect to such Collection Period which have been deposited in the Certificate Account, including investment income derived from the Certificate Account (net of amounts required to be paid pursuant to Section 9.04(d) and not including amounts required to be paid pursuant to Sections 7.02, 8.07, and 9.05 but not so paid) after giving effect to the net transfer from the Certificate Account to the Payahead Account or from the Payahead Account to the Certificate Account as provided in Section 9.09 (the "Available Funds"), and (b) the amount of funds necessary to make the distributions required pursuant to Sections 9.04(a) (i) through (vii), inclusive, on the next Distribution Date. The Servicer shall by a Servicer's Certificate notify the Trustee of such amounts by telecopy to the Corporate Trust Office at the number specified in this Agreement (or such other number as the Trustee may from time to time provide), followed promptly by mailing such notice to the Trustee at the Corporate Trust Office and to the Insurer. On each Distribution Date, the Trustee, or the Servicer on its behalf, shall effect the net transfer between the Certificate Account and the Payahead Account as required by Section 9.09 for such Distribution Date. On any Distribution Date on which there are not sufficient Available Funds to make the distributions required pursuant to Sections 9.04(a)(i) through (iii) the Trustee, or the Servicer on its behalf, shall withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and promptly deposit such amount in the Certificate Account. If such deficiency exceeds the Available Spread Amount, the Servicer shall simultaneously and in the same manner also notify the Trustee and the Insurer of the amount of such excess deficiency. The Trustee shall promptly (and in any event not later than 1:00 p.m. New York City time on the Business Day preceding the Distribution Date) deliver a Notice for Payment as defined in the Policy (appropriately completed) to the Fiscal Agent with respect to the related Collection Period Policy. The Insurer is required pursuant to Section 10.03 and the terms of the Policy to pay the amount of such excess deficiency of Monthly Interest and Monthly Principal, up to the Collection Policy Amount. The Trustee shall deposit in the Certificate Account on any funds received by the Transfer Trustee in respect of funds drawn under the Policy from the Insurer. If the Available Funds for a Distribution Date immediately following are insufficient to pay current and past due Insurance Premiums, or any amounts owing to the end Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Insurer, the Servicer shall notify the Trustee of such Collection Period. For purposes of this Article Vdeficiency, and the phrase “payments by Available Spread Amount, if any, then on deposit in the Spread Account (after giving effect to any withdrawal to satisfy a deficiency in Monthly Interest or 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 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 liquidation of any Liquidated Receivables, but solely to the 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 Monthly Principal) shall be made prior available to any distributions under Section 5.6cover such deficiency.

Collections. (a) Pursuant to the Indenture, the Indenture Trustee has established the Servicing Account. The Servicer shallshall make deposits to and transfers from the Servicing Account, and shall cause any subservicer tobe entitled to make withdrawals therefrom, as provided in this Agreement. The Servicer shall remit to the Collection Servicing Account all payments by or on behalf of the Obligors on the Contracts (other than amounts constituting Administrative Fees) 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 Receivablesdisposition of Equipment to be treated as such in accordance with the last paragraph of Section 3.3) received by the Servicer, and all Liquidation Proceedsin each case, both as collected during soon as practicable, but in no event later than the Collection Period, and in either case within two second Business Day after receipt thereof. Within three Business Days after the deposit of the date that the Servicer has identified such payments and posted such amounts (which proceeds therein, the Servicer shall use its reasonable best efforts transfer all amounts credited to do promptlythe Servicing Account on account of such payments and proceeds (i) to the Servicer’s computer system extent they constitute Pledged Revenues, to the Collection Account, and (ii) to the “Posted Date”)extent they represent amounts allocated to the Depositor, to the Depositor. 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 may utilize an alternative remittance schedule acceptable to ceasing remittances as described the Servicer if the Servicer provides to the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the preceding sentence, downgrading or withdrawal by the Rating Agency Condition of the rating then assigned to the Notes. Amounts from time to time in the Servicing Account shall have been satisfied (be invested in accordance with Section 8.07 of the Indenture, and the Servicer shall be entitled to any conditions or limitations imposed by earnings on such investments as additional servicing compensation hereunder. In the Rating Agencies in connection therewith are complied with)event of any losses on such investments, the Servicer shall remit such collections with respect deposit in the Servicing Account the amount thereof, net of any earnings otherwise distributable to the related Collection Period Servicer. (b) The Servicer shall remit to the Collection Account on (i) that portion of any Purchase Amount relating to the Transfer Date immediately following Required Payoff Amount received by the end Servicer upon the purchase by TCC of such Collection Period. For purposes of this Article Vany Contract pursuant to Section 2.6, the phrase “payments by or on behalf and (ii) that portion of the Obligors” shall mean payments made with respect amount paid by the Depositor to purchase 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 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 liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer Contracts pursuant to this Section 5.3; provided that, the amount that such Successor Servicer may withdraw from 5.1 as is required to be deposited in the Collection Account pursuant to this Section 5.3 such Section. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer will be entitled to be reimbursed from amounts on any Payment Date shall not exceed deposit in the aggregate amount of Liquidation Proceeds collected during the related Collection Period and deposited into Servicing Account or the Collection Account prior 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 Payment Date. Any amounts and the provision of such withdrawals permissible under this 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 5.3 shall be made prior to any distributions under Section 5.62.6.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables, ) and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of the date that the Servicer has identified and posted such amounts (which the Servicer shall use its reasonable best efforts to do promptly) Monthly Period less any payments owed thereon to the Servicer’s computer system (the “Posted Date”). Notwithstanding the foregoing, for so long as: as (i) NH Credit the Representative remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing and continuing, (iii) there exists no Insurer Default and the Certificate Insurer has furnished its prior to ceasing remittances as described in the preceding sentence, written consent 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 shall may remit such collections with respect to the related Collection Period preceding calendar month to the Collection Account on the Transfer Determination Date immediately following preceding the end of such Collection Periodrelated Distribution Date. For purposes of this Article V, XIV 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 . (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to which the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, a Monthly Period for amounts previously deposited in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay 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 Backup Servicer on the related Distribution Date pursuant to Section 14.06(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 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, in its capacity as Successor Servicer's entitlement to reimbursement pursuant to Section 14.02(b), the sum Certificate Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following receipt of any accrued amounts expended by such Successor which the Trustee shall not make a distribution to the Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer amount pursuant to this Section 5.3; provided that14.06, or if the Servicer prior thereto has been reimbursed pursuant to Section 14.06 or Section 14.11, the amount that Trustee shall withhold such Successor amounts from amounts otherwise distributable to the Servicer may withdraw from on 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 and deposited into the Collection Account prior to such Payment next succeeding Distribution Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables, ) and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of the date that the Servicer has identified and posted such amounts (which the Servicer shall use its reasonable best efforts to do promptly) Monthly Period less any payments owed thereon to the Servicer’s computer system (the “Posted Date”). Notwithstanding the foregoing, for so long as: as (i) NH Credit TMS Auto Finance remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing and continuing, (iii) there exists no Insurer Default and the Security Insurer has furnished its prior to ceasing remittances as described in the preceding sentence, written consent 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 shall may remit such collections with respect to the related Collection Period preceding calendar month to the Collection Account on the Transfer Determination Date immediately following preceding the end of such Collection Periodrelated Distribution Date or Class A-1 Final Scheduled Distribution Date, as applicable. For purposes of this Article V, 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 . (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to which the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, a Monthly Period for amounts previously deposited in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay 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 Backup Servicer on the related Distribution Date pursuant to Section 5.6(b)(ii) 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, in its capacity as Successor Servicer's entitlement to reimbursement pursuant to Section 5.2(b), the sum Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following receipt of any accrued amounts expended by such Successor which the Trustee shall not make a distribution to the Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer amount pursuant to this Section 5.3; provided that5.6, or if the Servicer prior thereto has been reimbursed pursuant to Section 5.6 or Section 5.9, the amount that Trustee shall withhold such Successor amounts from amounts otherwise distributable to the Servicer may withdraw from on 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 and deposited into the Collection Account prior to such Payment next succeeding Distribution Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit within two (2) Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables, ) and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of the date that the Servicer has identified and posted such amounts (which the Servicer shall use its reasonable best efforts to do promptly) Period less any payments owed thereon 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 preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to 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 . (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Collection Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related 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 of which the Backup 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 have been acting withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Payment Date. (c) 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 Successor Servicer during of the related 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 Backup Servicer, in its capacity as Successor Servicer, may direct Servicer shall cause all payments by or on behalf of the Indenture Trustee Obligors that are not using the automated payment option 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 liquidation of any Liquidated Receivables, but solely to the 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 and be deposited into the Collection Account prior a lockbox account established at a depository institution acceptable to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6Insurer.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall, and shall cause any subservicer to, remit to the Collection Deposit Account all payments by or on behalf of the Obligors with respect to the ReceivablesReceivables (other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds collected during the related Collection Period, prior to 11:00 A.M. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments) and all Liquidation Proceeds, both as collected during the Collection Period, and in either case Proceeds within two Business Days of 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”)receipt thereof. Notwithstanding the foregoing, for so long asThe commingling conditions are as follows: (i) NH Credit remains 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 remittances as described in the preceding sentencedaily 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), the Servicer shall remit such collections with respect . Notwithstanding anything herein to the related Collection Period to contrary, so long as DCFS is the Collection Servicer, DCFS may withhold from the deposit into the Deposit Account any amounts indicated on the Transfer Date immediately following related Servicer's Certificate as being due and payable to DCFS or the end of Seller and pay such Collection Periodamounts directly to DCFS or the Seller, as applicable. 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 In the event the commingling conditions cease to be met, the Servicer shall make daily remittance of collections to the Deposit Account within two Business Days of receipt thereof; provided, however, daily remittance may commence no later than five Business Days following a reduction of DaimlerChrysler North America Holding Corporation's short-term ratings below or "F1" by Fitch or "A-1" by Standard & Poor's. In addition, if the Servicer is required to make daily remittance of collections into the Deposit Account, the Servicer may with respect to which all interest payments by or on behalf of the Backup Servicer shall have been acting as Successor Servicer during Obligors with respect to the related Receivables (other than Purchased Receivables and not 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 Backup Servicer, weighted average APR of such Receivables and the number of calendar days in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the that Collection Account Period divided by 360 and pay (ii) deposit such calculated daily interest amounts to the Backup Servicer, in its capacity as Successor Servicer, Deposit Account within the sum of any accrued amounts expended by such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer applicable time frame required pursuant to this Section 5.3; provided that5.02. In the event that the sum of the daily interest amounts so calculated for a Collection Period exceeds the amount of actual interest payments for that Collection Period, the Indenture Trustee shall, at the written direction of the Servicer, release such excess to the Servicer (or its designee). For the avoidance of doubt, the Servicer is not required to calculate the amount of interest payments in the manner provided in the two immediately preceding sentences and may, upon provision to the Indenture Trustee of written notice thereof, change its procedures so that such Successor Servicer may withdraw from it deposits the Collection actual amount of interest payments made by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments) into the Deposit Account within the applicable time frame required 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.65.02.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit to the Collection Account within two Business Days following receipt thereof all payments by or on behalf of the Obligors with respect to obligors on the Receivables, Receivables and all Liquidation ProceedsProceeds (including payments made under any of the Insurance Policies or the Collateral Insurance to the extent applicable to payments due on the Receivables), both as collected during the Collection Period, and in either case within two Business Days net of 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's actual out-of-pocket expenses reasonably incurred with respect to Defaulted Receivables or Vehicles, which shall be paid from amounts actually recovered with respect to any Defaulted Receivable or Vehicle, (ii) no Servicer Default shall charge backs attributable to errors in posting, returned checks, or rights of offset for amounts that should not have occurred and been paid or that must be continuing refunded as the result of a successful claim or defense under bankruptcy or similar laws and (iii) prior to ceasing remittances the Monthly Servicing Fee, as described provided in Section 4.8. (b) On the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies Determination Date in connection therewith are complied with)each month, the Servicer shall remit such collections with respect to instruct 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 its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account the amount collected with respect to Receivables, including Additional Fees and pay Liquidation Proceeds, received during the Collection Period and received investment earnings related to such Determination Date and deposit such amount in immediately available funds or by wire transfer in immediately available funds into the Backup ServicerCertificate Account. (c) On or before each Determination Date, in its capacity as Successor Servicer, the Servicer shall determine (i) the sum of any accrued amounts expended by such Successor Servicer in connection with (x) the liquidation amount of any Liquidated payments on all Receivables, but solely including all Additional Fees and Liquidation Proceeds (including payments made under any of the Insurance Policies or the Collateral Insurance to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer pursuant applicable to this Section 5.3; provided thatpayments due on the Receivables), 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 received during the related Collection Period and Period, investment earnings deposited into in the Collection Account prior or Certificate Account during the related Collection Period, investment earnings earned through such Determination Date and not yet deposited in the Collection Account or Certificate Account, and the Purchase Amounts for all Receivables to be purchased or repurchased with respect to such Payment Collection Period which have been deposited in the Certificate Account (the "Net Available Funds") and (y) the Yield Maintenance Withdrawal Amount for the related Distribution Date (the sum of (x) and (y) being the "Available Funds"), and (ii) the amount of funds necessary to make the distributions required pursuant to clauses (i) through (iv) of Section 5.4(a) on the next Distribution Date. Any The Servicer shall by a Servicer's Certificate notify the Trustee of such withdrawals permissible under this Section 5.3 amounts by telecopy to the Corporate Trust office (or such other number as the Trustee may from time to time provide), followed promptly by mailing such notice to the Trustee at the Corporate Trust Office, and the Trustee shall be made prior promptly provide such notice to any distributions under Section 5.6the Certificate Insurer.

Collections. (a) The Servicer shall, and within ten (10) Business Days after the Closing Date, instruct each Obligor in an irrevocable written letter of direction, substantially in the form of Exhibit D attached hereto (the "Letter of Direction") to send payments in respect of Receivables to the Lock-Box Account. The Servicer shall cause any subservicer to, remit to the Collection Lock-Box Account all payments in respect of the Receivables by or on behalf of the Obligors with respect received by the Servicer (and not directly remitted by such Obligor to the ReceivablesLock-Box Account, and all Liquidation Proceeds, both as collected during the Collection Period, and in either case Account or the Existing Bank Accounts) within two Business Days of the date that the Servicer has identified and posted such amounts receipt thereof. (which the Servicer shall use its reasonable best efforts to do promptlyb) to the Servicer’s computer system (the “Posted Date”). Notwithstanding the foregoing, for so long as: provisions of subsection (a) hereof, (i) NH Credit remains the Servicer, (ii) no Servicer Default shall have occurred and will be continuing and (iii) prior entitled to ceasing remittances as described withdraw from amounts on deposit in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections Collection Account with respect to the related Collection a Quarterly Period to amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds or that constituted payment of amounts that are not Receivables. The amounts to be withdrawn hereunder shall be paid by the Servicer to the Person lawfully entitled to such amounts on the Transfer related Payment Date immediately following pursuant to Section 4.4(ii) upon certification by the end Servicer of such Collection Period. For purposes amounts and the provision of this Article V, such information to the phrase “payments by or on behalf Trustee as may be necessary in the opinion 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 its capacity as Successor Servicer, may direct the Indenture Trustee to verify the accuracy of such certification. In the event that the Trustee has not received such certification or such information satisfactory to it of the Servicer's right 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 liquidation of any Liquidated Receivables, but solely to the 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 that4.2(b), the amount that Trustee shall not make a distribution to the Servicer in respect of such Successor Servicer may withdraw from the Collection Account amounts pursuant to this Section 5.3 4.4(ii), or if the Servicer prior thereto has been reimbursed pursuant to Section 4.4(ii), the Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on any the next succeeding Payment Date shall not exceed Date, and (ii) on or prior to each Determination Date, the aggregate Servicer may, but is under no obligation to, advance the amount of Liquidation Proceeds collected during required to be paid with respect to a Receivable by the related Collection Period and deposited into the Collection Account Obligor thereof on or prior to such Payment Determination Date, but not yet received from such Obligor (each, a "Servicer Advance"). The Servicer shall only make a Servicer Advance with respect to a Receivable, if, in good faith, it reasonably believes that payment in an amount equal to such Servicer Advance on such Receivable will be received from the Obligor thereof prior to the next occurring Determination Date. Any such withdrawals permissible under this Section 5.3 Each Servicer Advance shall be made prior repaid to any distributions under the Servicer on the next occurring Payment Date pursuant to Section 5.64.4(ii) to the extent that funds are available upon certification by the Servicer of such amount advanced and the provision of such information to the Trustee as may be necessary in the Trustee's opinion to verify the accuracy of such certification. In the event that the Trustee has not received such certification or such information satisfactory to it of the Servicer's entitlement to reimbursement of the amount of the Servicer Advance, the Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 4.4(ii).

Collections. (a) Pursuant to the Indenture, the Indenture Trustee has established the Servicing Account. The Servicer shallshall make deposits to and transfers from the Servicing Account, and shall cause any subservicer tobe entitled to make withdrawals therefrom, as provided in this Agreement. The Servicer shall remit to the Collection Servicing Account all payments by or on behalf of the Obligors on the Contracts (other than amounts constituting Administrative Fees) 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 Receivablesdisposition of Equipment to be treated as such in accordance with the last paragraph of Section 3.3) received by the Servicer, and all Liquidation Proceedsin each case, both as collected during soon as practicable, but in no event later than the Collection Period, and in either case within two second Business Day after receipt thereof. Within three Business Days after the deposit of the date that the Servicer has identified such payments and posted such amounts (which proceeds therein, the Servicer shall use its reasonable best efforts transfer all amounts credited to do promptlythe Servicing Account on account of such payments and proceeds (i) to the Servicer’s computer system extent they constitute Pledged Revenues, to the Collection Account, and (ii) to the “Posted Date”)extent they represent amounts allocated to the Depositor, to the Depositor. 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 may utilize an alternative remittance schedule acceptable to ceasing remittances as described the Servicer if the Servicer provides to the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the preceding sentence, downgrading or withdrawal by the Rating Agency Condition of the rating then assigned to the Notes. Amounts from time to time in the Servicing Account shall have been satisfied (be invested in accordance with Section 8.07 of the Indenture, and the Servicer shall be entitled to any conditions or limitations imposed by earnings on such investments as additional servicing compensation hereunder. In the Rating Agencies in connection therewith are complied with)event of any losses on such investments, the Servicer shall remit such collections with respect deposit in the Servicing Account the amount thereof, net of any earnings otherwise distributable to the related Collection Period Servicer. (b) The Servicer shall remit to the Collection Account on (i) that portion of any Purchase Amount relating to the Transfer Date immediately following Required Payoff Amount received by the end Servicer upon the purchase by TCC of such Collection Period. For purposes of this Article Vany Contract pursuant to Section 2.6(a), the phrase “payments by or on behalf and (ii) that portion of the Obligors” shall mean payments made with respect amount paid by the Depositor to purchase 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 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 liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer Contracts pursuant to this Section 5.3; provided that, the amount that such Successor Servicer may withdraw from 5.1 as is required to be deposited in the Collection Account pursuant to this Section 5.3 such Section. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer will be entitled to be reimbursed from amounts on any Payment Date shall not exceed deposit in the aggregate amount of Liquidation Proceeds collected during the related Collection Period and deposited into Servicing Account or the Collection Account prior 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 Payment Date. Any amounts and the provision of such withdrawals permissible under this 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 5.3 shall be made prior to any distributions under Section 5.62.6(a).

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall, and shall cause any subservicer to, remit to the Collection Deposit Account all payments by or on behalf of the Obligors with respect to the ReceivablesReceivables (other than Purchased Receivables and not including Fixed Value Payments), and all Liquidation Proceeds, both as Proceeds collected during the related Collection Period, prior to 11:00 a.m. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and in either case not including Fixed Value Payments), all Liquidation Proceeds within two Business Days of 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”)receipt thereof. Notwithstanding the foregoing, for so long asThe commingling conditions are as follows: (i) NH Credit remains 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 remittances as described in the preceding sentencedaily 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), the Servicer shall remit such collections with respect . Notwithstanding anything herein to the related Collection Period to contrary, so long as DCS is the Collection Servicer, DCS may withhold from the deposit into the Deposit Account any amounts indicated on the Transfer Date immediately following related Servicer's Certificate as being due and payable to DCS or the end of Seller and pay such Collection Periodamounts directly to DCS or the Seller, as applicable. 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 In the event the commingling conditions cease to which be met, the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay make daily remittance of collections to the Backup Servicer, in its capacity as Successor Servicer, the sum Deposit Account within two Business Days of any accrued amounts expended by such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the 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 5.3receipt thereof; provided thathowever, the amount that such Successor Servicer daily remittance may withdraw from the Collection Account pursuant to this Section 5.3 on any Payment Date shall not exceed the aggregate amount commence no later than five Business Days following a reduction of Liquidation Proceeds collected during the related Collection Period and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6DCS's short-term ratings below "A-1" by Standard & Poor's or "P-1" by Moody's.

Collections. The (a) Servicer shall, and shall cause any subservicer to, remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the ReceivablesReceivables (other than any amounts constituting Supplemental Servicing Fees) and all Liquidation Proceeds, both as collected during the Collection Period. Notwithstanding the foregoing, if ▇▇▇▇▇ Fargo Bank, N.A. is the Servicer and (i) shall have the Required Rating or (ii) Indenture Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Notes would not be lowered, qualified or withdrawn as a result, Servicer may deposit all amounts referred to above for any Collection Period into the Collection Account not later than 1:00 p.m. New York time on the Deposit Date with respect to such Collection Period; provided that (i) if a Servicer Termination Event has occurred and is continuing, (ii) Servicer has been terminated as such pursuant to SECTION 8.1 or (iii) Servicer ceases to have the Required Rating, Servicer shall deposit such amounts (including any amounts then being held by Servicer) into the Collection Account as provided in the preceding sentence. 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 Servicer, Seller, Transferor or any Originator. (b) With respect to each Receivable (other than a Purchased Receivable), collections and payments by or on behalf of the Obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to interest and principal in accordance with the Simple Interest Method, as applied by Servicer. Any excess shall be applied first to any late charges and other fees due and second to prepay the Receivable. (c) Notwithstanding the foregoing, if the Servicer does not remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of 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 preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to the related Collection Period Certificate Distribution Account no later than 1:00 p.m. on each Payment Date, an amount equal to the Collection Account on the Transfer Date immediately following the end total amount of such Collection Period. For purposes of this Article Vprincipal, 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 interest and fees collected during the related Collection Period, times the Backup ServicerFederal Funds Rate, in its capacity as Successor Servicertimes a fraction, may direct the Indenture Trustee to withdraw from the Collection Account and pay to the Backup Servicer, in its capacity as Successor Servicer, numerator of which is the sum of any accrued amounts expended (i) the number of days during such Collection Period divided by two plus (ii) the number of days elapsing from and including the last day of the Collection Period through but excluding the Payment Date, and the denominator of which is 360 days (the "Interest Equivalent Payment"), such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely amount to be certified to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered Owner Trustee by such Successor the Servicer pursuant to this Section 5.3; provided that, on 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 and deposited into the Collection Account Business Day prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6.

Collections. (a) Pursuant to the Indenture, the Trustee has established the Servicing Account. The Servicer shallshall make deposits to and transfers from the Servicing Account, and shall cause any subservicer tobe entitled to make withdrawals therefrom, as provided in this Agreement. The Servicer shall remit to the Collection Servicing Account all payments by or on behalf of the Obligors on the Leases (other than 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 Receivablesdisposition of Equipment to be treated as such in accordance with the last paragraph of Section 3.3) received by the Servicer, and all Liquidation Proceedsin each case, both as collected during soon as practicable, but in no event later than the Collection Period, and in either case within two second Business Day after receipt thereof. Within three Business Days after the deposit of the date that the Servicer has identified such payments and posted such amounts (which proceeds therein, the Servicer shall use its reasonable best efforts transfer all amounts credited to do promptlythe Servicing Account on account of such payments and proceeds (i) to the Servicer’s computer system extent they constitute Pledged Revenues, to the Collection Account and (ii) to the “Posted Date”)extent they represent Residual Realizations, to the Residual Account. 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 may utilize an alternative remittance schedule acceptable to ceasing remittances as described the Servicer if the Servicer provides to the Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the preceding sentence, downgrading or withdrawal by the Rating Agency Condition of the rating then assigned to the Notes. Amounts from time to time in the Servicing Account shall have been satisfied (be invested in accordance with Section 8.07 of the Indenture, and the Servicer shall be entitled to any conditions or limitations imposed by earnings on such investments as additional servicing compensation hereunder. In the Rating Agencies in connection therewith are complied with)event of any losses on such investments, the Servicer shall remit such collections with respect deposit in the Servicing Account the amount thereof, net of any earnings otherwise distributable to the related Collection Period Servicer. (b) The Servicer shall remit to the Collection Account on (i) that portion of any Purchase Amount relating to the Transfer Date immediately following Required Payoff Amount received by the end Servicer upon the purchase by Vendor Services of such Collection Period. For purposes of this Article Vany Lease pursuant to Section 2.6, the phrase “payments by or on behalf and (ii) that portion of the Obligors” shall mean payments made with respect amount paid by the Contributor to purchase 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 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 liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer Leases pursuant to this Section 5.3; provided that, the amount that such Successor Servicer may withdraw from 5.1 as is required to be deposited in the Collection Account pursuant to this Section 5.3 such Section. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer will be entitled to be reimbursed from amounts on any Payment Date shall not exceed deposit in the aggregate amount of Liquidation Proceeds collected during the related Collection Period and deposited into Servicing Account or the Collection Account prior 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 Payment Date. Any amounts and the provision of such withdrawals permissible under this Section 5.3 shall information to the Trustee as may be made prior necessary to any distributions under Section 5.6verify the accuracy of such certification.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables, ) and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of the date that the Servicer has identified and posted such amounts (which the Servicer shall use its reasonable best efforts to do promptly) Monthly Period less any payments owed thereon to the Servicer’s computer system (the “Posted Date”). Notwithstanding the foregoing, for so long as: as (i) NH Credit Franklin Capital Corporation remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing and continuing, (iii) there exists no Insurer Default and the Security Insurer has furnished its prior to ceasing remittances as described in the preceding sentence, written consent 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 shall may remit such collections with respect to the related Collection Period preceding calendar month to the Collection Account on the Transfer Determination Date immediately following preceding the end of such Collection Periodrelated Distribution Date. For purposes of this Article V, 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 . (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to which the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, a Monthly Period for amounts previously deposited in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay 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 Backup Servicer on the related Distribution Date pursuant to Section 5.6(b)(ii) 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, in its capacity as Successor Servicer's entitlement to reimbursement pursuant to Section 5.2(b), the sum Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following receipt of any accrued amounts expended by such Successor which the Trustee shall not make a distribution to the Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer amount pursuant to this Section 5.3; provided that5.6, or if the Servicer prior thereto has been reimbursed pursuant to Section 5.6 or Section 5.9, the amount that Trustee shall withhold such Successor amounts from amounts otherwise distributable to the Servicer may withdraw from on 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 and deposited into the Collection Account prior to such Payment next succeeding Distribution Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6.

Collections. The Master Servicer shall, and shall cause any subservicer to, remit to the Collection Account all payments amounts received by the Master Servicer on or on behalf in respect of the Obligors Receivables (including Net Liquidation Proceeds and all amounts received by the Master Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to the Purchased Receivables, and all Liquidation Proceeds, both ) as collected during the Collection Period, soon as practicable and in either case within two no event after the close of business on the second Business Days of the date Day after such receipt; provided, however, 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 as the Servicer, (ii) no Servicer Default Monthly Remittance Condition shall have occurred and be continuing and (iii) prior to ceasing remittances as described in the preceding sentencesatisfied, the Rating Agency Condition shall have been satisfied (and Master Servicer may remit all such amounts received on or in respect of the Receivables during any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to the related Collection Period to the Collection Account in immediately available funds on the Transfer Date immediately following related Deposit Date. As of the end of such Collection Period. For purposes of this Article VClosing Date, 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 Master Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee make remittances to withdraw from the Collection Account and pay 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 Backup Servicer, Collection Account unless such Trustee has received notice of such event or circumstance from the Depositor or the Master Servicer in its capacity as Successor Serviceran 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 sum Master Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Master Servicer on or in respect of any accrued the Receivables (including Net Liquidation Proceeds and all amounts expended received by such Successor the Master Servicer in connection with the liquidation repossession and sale of any Liquidated Receivables, a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but solely excluding the Cutoff Date to and including the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor second Business Day preceding the Closing Date. If the Master Servicer pursuant to this Section 5.3; provided thatshall satisfy the Monthly Remittance Condition, the amount that such Successor Master Servicer may withdraw from shall remit to the Collection Account pursuant to this Section 5.3 on any Payment the related Deposit Date shall not exceed for the aggregate amount initial Collection Period, all amounts received by the Master Servicer on or in respect of the Receivables (including Net Liquidation Proceeds collected 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 related period from but excluding the Cutoff Date to and including the last day of the initial Collection Period and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6Period.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit to the Collection Account within two Business Days following receipt thereof all payments by or on behalf of the Obligors with respect to obligors on the Receivables, Receivables and all Liquidation ProceedsProceeds (including payments made under any of the Insurance Policies or the Collateral Insurance to the extent applicable to payments due on the Receivables) , both as collected during the Collection Period, and in either case within two Business Days net of 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's actual out-of-pocket expenses reasonably incurred with respect to Defaulted Receivables or Vehicles, which shall be paid from amounts actually recovered with respect to any Defaulted Receivable or Vehicle, (ii) no Servicer Default shall charge backs attributable to errors in posting, returned checks, or rights of offset for amounts that should not have occurred and been paid or that must be continuing refunded as the result of a successful claim or defense under bankruptcy or similar laws and (iii) prior to ceasing remittances the Monthly Servicing Fee, as described provided in Section 4.8. (b) On the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies Determination Date in connection therewith are complied with)each month, the Servicer shall remit such collections with respect to instruct 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 its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account the amount collected with respect to Receivables, including Additional Fees and pay Liquidation Proceeds, received during the Collection Period and investment earnings related to such Determination Date and deposit such amount in immediately available funds or by wire transfer in immediately available funds into the Backup ServicerCertificate Account. (c) On or before each Determination Date, in its capacity as Successor Servicer, the Servicer shall determine (i) the sum of any accrued amounts expended by such Successor Servicer in connection with (x) the liquidation amount of any Liquidated payments on all Receivables, but solely including all Additional Fees and Liquidation Proceeds (including payments made under any of the Insurance Policies or the Collateral Insurance to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer pursuant applicable to this Section 5.3; provided thatpayments due on the Receivables), 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 received during the related Collection Period and Period, investment earnings deposited into in the Collection Account prior or Certificate Account during the related Collection Period, investment earnings earned through such Determination Date and not yet deposited in the Collection Account or Certificate Account, and the Purchase Amounts for all Receivables to be purchased or repurchased with respect to such Payment Collection Period which have been deposited in the Certificate Account (the "Net Available Funds") and (y) the Yield Maintenance Withdrawal Amount for the related Distribution Date (the sum of (x) and (y) being the "Available Funds"), and (ii) the amount of funds necessary to make the distributions required pursuant to clauses (i) through (iv) of Section 5.4(a) on the next Distribution Date. Any The Servicer shall by a Servicer's Certificate notify the Trustee of such withdrawals permissible under this Section 5.3 amounts by telecopy to the Corporate Trust Office (or such other number as the Trustee may from time to time provide), followed promptly by mailing such notice to the Trustee at the Corporate Trust Office, and the Trustee shall be made prior promptly provide such notice to any distributions under Section 5.6the Certificate Insurer.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall, and shall cause any subservicer to, remit to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables, ) and all Liquidation Proceeds, both as collected during the a Collection Period, on or prior to the Payment Determination Date preceding the related Distribution Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and in either case all Liquidation Proceeds within two Business Days of 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”)receipt thereof. Notwithstanding the foregoing, for so long asThe commingling conditions are as follows: (i) NH Credit remains CFC must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) CFC must maintain a short-term rating of at least A-1 by Standard & Poor's and P-1 by Moody's or (y) if daily remittances occur hereunder, prior to ceasing remittances as described in the preceding sentencedaily 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), the Servicer shall remit such collections with respect . Notwithstanding anything herein to the related Collection Period to contrary, so long as CFC is the Servicer, CFC may withhold from the deposit into the Collection Account any amounts indicated on the Transfer Date immediately following related Servicer's Certificate as being due and payable to CFC or the end of Seller and pay such Collection Periodamounts directly to CFC or the Seller, as applicable. 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 In the event the commingling conditions cease to which be met, the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee make daily remittance of collections to withdraw from the Collection Account and pay to the Backup Servicer, in its capacity as Successor Servicer, the sum within two Business Days of any accrued amounts expended by such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the 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 5.3receipt thereof; provided thathowever, the amount that such Successor Servicer daily remittance may withdraw from the Collection Account pursuant to this Section 5.3 on any Payment Date shall not exceed the aggregate amount commence no later than five Business Days following a reduction of Liquidation Proceeds collected during the related Collection Period and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6CFC's short-term ratings below A-1 by Standard & Poor's or P-1 by Moody's.

Collections. (a) Pursuant to the Indenture, the Trustee has established the Servicing Account. The Servicer shallshall make deposits to and transfers from the Servicing Account, and shall cause any subservicer tobe entitled to make withdrawals therefrom, as provided in this Agreement. The Servicer shall remit to the Collection Servicing Account all payments by or on behalf of the Obligors on the Leases (other than 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 Receivablesdisposition of Equipment to be treated as such in accordance with the last paragraph of Section 3.3) received by the Servicer, and all Liquidation Proceedsin each case, both as collected during soon as practicable, but in no event later than the Collection Period, and in either case within two second Business Day after receipt thereof. Within three Business Days after the deposit of the date that the Servicer has identified such payments and posted such amounts (which proceeds therein, the Servicer shall use its reasonable best efforts transfer all amounts credited to do promptlythe Servicing Account on account of such payments and proceeds (i) to the Servicer’s computer system extent they constitute ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, to the Collection Account and (ii) to the “Posted Date”)extent they represent Residual Realizations, to the Residual Account. 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 may utilize an alternative remittance schedule acceptable to ceasing remittances as described the Servicer if the Servicer provides to the Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the preceding sentence, downgrading or withdrawal by the Rating Agency Condition of the rating then assigned to the Notes. Amounts from time to time in the Servicing Account shall have been satisfied (be invested in accordance with Section 8.07 of the Indenture, and the Servicer shall be entitled to any conditions or limitations imposed by earnings on such investments as additional servicing compensation hereunder. In the Rating Agencies in connection therewith are complied with)event of any losses on such investments, the Servicer shall remit such collections with respect deposit in the Servicing Account the amount thereof, net of any earnings otherwise distributable to the related Collection Period Servicer. (b) The Servicer shall remit to the Collection Account on (i) no later than the Transfer Date immediately following second Business Day prior to a Payment Date, that portion of any Purchase Amount relating to the end Required Payoff Amount received by the Servicer upon the repurchase by Vendor Services of such Collection Period. For purposes of this Article Vany Lease pursuant to Section 2.6, the phrase “payments by or on behalf and (ii) that portion of the Obligors” shall mean payments made with respect amount paid by the Contributor to repurchase 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 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 liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer Leases pursuant to this Section 5.3; provided that, the amount that such Successor Servicer may withdraw from 5.1 as is required to be deposited in the Collection Account pursuant to this Section 5.3 such Section. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer will be entitled to be reimbursed from amounts on any Payment Date shall not exceed deposit in the aggregate amount of Liquidation Proceeds collected during the related Collection Period and deposited into Servicing Account or the Collection Account prior 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 Payment Date. Any amounts and the provision of such withdrawals permissible under this Section 5.3 shall information to the Trustee as may be made prior necessary to any distributions under Section 5.6verify the accuracy of such certification.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit within two (2) ----------- Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables, ) and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of the date that the Servicer has identified and posted such amounts (which the Servicer shall use its reasonable best efforts to do promptly) Period less any payments owed thereon 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 preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to 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 . (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Collection Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Payment Date pursuant to Section 5.6(b)(ii) 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 of which the Backup 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 have been acting withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Payment Date. (c) 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 Successor Servicer during of the related 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 Backup Servicer, in its capacity as Successor Servicer, may direct Servicer shall cause all payments by or on behalf of the Indenture Trustee Obligors that are not using the automated payment option 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 liquidation of any Liquidated Receivables, but solely to the 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 and be deposited into the Collection Account prior a lockbox account established at a depository institution acceptable to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6Insurer.

Collections. The Servicer shall, and shall cause any subservicer to, remit to the Collection Account all payments amounts received by the Servicer on or on behalf in respect of the Obligors Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to the Purchased Receivables, and all Liquidation Proceeds, both ) as collected during the Collection Period, soon as practicable and in either case within two no event after the close of business on the second Business Days of the date Day after such receipt; provided, however, 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 as the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) prior to ceasing remittances as described in the preceding sentence, the Rating Agency Monthly Remittance Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with)be satisfied, the Servicer shall may remit all such collections with amounts received on or in respect to of the related Receivables during any Collection Period to the Collection Account in immediately available funds on the Transfer Date immediately following related Deposit Date. As of the end of such Collection Period. For purposes of this Article VClosing Date, 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 its capacity as Successor Servicer, may direct the Indenture Trustee make remittances to withdraw from the Collection Account and pay 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 Servicer to the Backup Servicer, Collection Account unless such Trustee has received notice of such event or circumstance from the Depositor or the Servicer in its capacity as Successor Servicer, an Officer's Certificate or from the sum Holders of any accrued 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 amounts expended received by such Successor the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the liquidation repossession and sale of any Liquidated Receivables, but solely to a Financed Vehicle (whether or not the 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 related Receivable has been classified as a Defaulted Receivable)) during the related Collection Period period from but excluding the Cutoff Date to and deposited into including the Collection Account prior to such Payment second Business Day preceding the Closing Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit within two (2) Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables, ) and all Net Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of 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 preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to 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 . (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Collection Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related 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 written notice to such effect following receipt of which the Backup 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 have been acting withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Payment Date. (c) 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 Successor Servicer during of the related 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 Backup Servicer, in its capacity as Successor Servicer, may direct Servicer shall cause all payments by or on behalf of the Indenture Trustee Obligors that are not using the automated payment option 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 liquidation of any Liquidated Receivables, but solely to the 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 and be deposited into the Collection Account prior a lockbox account established at a depository institution acceptable to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6Insurer.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit to the Collection Certificate Account all payments by or on behalf of the Obligors with respect to on the Receivables, Receivables and all Liquidation Proceeds, both as collected during the Collection PeriodPeriod net of Monthly Servicing Fees and administrative fees allowed to be retained by the Servicer pursuant to Section 8.08 and net of charge backs (attributable to errors in posting, returned checks, or rights of offset for amounts that should not have been paid or that must be refunded as the result of a successful claim or defense under bankruptcy or similar laws) not later than the second Business Day following the Business Day on which such amounts are POOLING AND SERVICING AGREEMENT (1) BVAC (or an Affiliate succeeding BVAC as Servicer) 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 case within two Business Days of the date that the Servicer has identified and posted such amounts rating) or (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 (iii2) prior to ceasing remittances as described in the preceding sentencedaily 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)) and the prior written consent of the Insurer (not to be unreasonably withheld) shall have been obtained, BVAC, as Servicer, or an Affiliate with the consent of the Insurer, may remit all such payments and Liquidation Proceeds with respect to any Collection Period to the Certificate Account on a less frequent basis, but in no event later than the Determination Date immediately preceding each Distribution Date. The Servicer shall remit any Advances with respect to a Collection Period to the Certificate Account on or before the Determination Date. (b) On each Determination Date, the Servicer shall remit determine (a) the amount of payments on all Receivables and all Liquidation Proceeds received during such collections Collection Period, the Yield Supplement Amount for the related Distribution Date, the amount of Advances for such Collection Period, and the Purchase Amount for all Receivables purchased or repurchased with respect to such Collection Period which have been deposited in the Certificate Account (net of amounts required to be paid pursuant to Section 9.04(d), excluding investment income on all such amounts, and not including amounts required to be paid pursuant to Sections 7.02, 8.07, and 9.05 but not so paid) (the "AVAILABLE FUNDS"), and (b) the amount of funds necessary to make the distributions required pursuant to Section 9.04(a)(i) through (viii), on the next Distribution Date. The Servicer shall by a Servicer's Certificate notify the Trustee of such amounts by telecopy to the Corporate Trust Office at the number specified in the Agreement (or such other number as the Trustee may from time to time provide), followed promptly by mailing such notice to the Trustee at the Corporate Trust Office and the Insurer. The Trustee, or the Servicer on its behalf, shall (x) on each Distribution Date withdraw from the Yield Supplement Account the Yield Supplement Amount for such Distribution Date, (y) on any Distribution Date on which there are not sufficient Available Funds to make the distributions required pursuant to Section 9.04(a)(i) through (ix), withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and (z) promptly deposit such amount in the Certificate Account. If such deficiency exceeds the Available Spread Amount, the Trustee shall promptly (and in any event not later than 1:00 p.m., New York City time, on the Business Day preceding the Distribution Date) deliver a notice for payment to the Insurer with respect to the related Collection Period Policy (a "Notice of Claim"). The Insurer is required pursuant to Section 10.03 and the terms of the Policy to pay the amount of such excess deficiency of Monthly Interest and Monthly Principal, up to the Collection Policy Amount. (c) The Trustee shall deposit in the Certificate Account all amounts received pursuant to Article III of the Agreement and any funds received by the Trustee in respect of funds drawn under the Policy from the Insurer. (d) If the Available Funds for a Distribution Date are insufficient to pay current and past due Insurance Premiums on the Transfer Date immediately following Policy, or any amounts owing to the end Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Insurer, the Servicer shall notify the POOLING AND SERVICING AGREEMENT Trustee of such Collection Period. For purposes of this Article Vdeficiency, and the phrase “payments by applicable Available Spread Amount, if any, then on deposit in the Spread Account (after giving effect to any withdrawal to satisfy a deficiency in Monthly Interest or 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 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 liquidation of any Liquidated Receivables, but solely to the 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 Monthly Principal) shall be made prior available to any distributions under Section 5.6cover such deficiency.

Collections. (a) The Servicer shall, and shall cause any subservicer to, establish the Subcollection Account in the name of the Trustee for the benefit of the Certificateholders. The A. The Servicer shall remit directly to the Collection Subcollection Account without deposit into any intervening account all payments by or on behalf of the Obligors on the Receivables and all Liquidation Proceeds received by the Servicer, in each case, as soon as practicable, but in no event later than the Business Day after receipt thereof. Within two days of deposit of payments into the Subcollection Account, the Servicer shall cause all amounts credited to the Subcollection Account to be transferred to the Collection Account. Amounts in the Subcollection Account shall not be invested. (a) Notwithstanding the provisions of subsection (a) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to the Receivables, and all Liquidation Proceeds, both as collected during a Collection Period for amounts previously deposited in the Collection Period, 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 5.5(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 either case within two Business Days the opinion of the date Trustee and the Security Insurer to verify the accuracy of such certification. In the event that the Servicer Security Insurer has identified and posted such amounts (which the Servicer shall use its reasonable best efforts not received evidence satisfactory to do promptly) to it of the Servicer’s computer system 's entitlement to reimbursement pursuant to this Section, the Security Insurer shall (the “Posted Date”). Notwithstanding the foregoing, for so long as: (i) NH Credit remains the Servicer, (ii) no Servicer unless an Insurer Default shall have occurred and be continuing and (iiicontinuing) prior give the Trustee notice to ceasing remittances as described in such effect, following receipt of which the preceding sentence, the Rating Agency Condition Trustee shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), not make a distribution to the Servicer shall remit such collections with respect to 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 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 liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor Servicer amount pursuant to this Section 5.3; provided that5.5, or if the Servicer prior thereto has been reimbursed pursuant to Section 5.5 or Section 5.6, the amount that Trustee shall withhold such Successor amounts from amounts otherwise distributable to the Servicer may withdraw from on 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 and deposited into the Collection Account prior to such Payment next succeeding Distribution Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6.

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

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall, and shall cause any subservicer to, remit to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables, ) and all Liquidation Proceeds, both as collected during the a Collection Period, on or prior to the Payment Determination Date preceding the related Distribution Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and in either case all Liquidation Proceeds within two Business Days of 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”)receipt thereof. Notwithstanding the foregoing, for so long asThe commingling conditions are as follows: (i) NH Credit remains CFC must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) CFC must maintain a short-term rating of at least A-1 by Standard & Poor's and P-1 by Moody's or (y) if daily remittances occur hereunder, prior to ceasing remittances as described in the preceding sentencedaily 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), the Servicer shall remit such collections with respect . Notwithstanding anything herein to the related Collection Period to contrary, so long as CFC is the Servicer, CFC may withhold from the deposit into the Collection Account any amounts indicated on the Transfer Date immediately following related Servicer's Certificate as being due and payable to CFC, the end of Seller or the Certificate Account and pay such Collection Periodamounts directly to CFC, the Seller or the Certificate Account, as applicable. For purposes of this Article V, 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 In the event the commingling conditions cease to which be met, the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee make daily remittance of collections to withdraw from the Collection Account and pay to the Backup Servicer, in its capacity as Successor Servicer, the sum within two Business Days of any accrued amounts expended by such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the 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 5.3receipt thereof; provided thathowever, the amount that such Successor Servicer daily remittance may withdraw from the Collection Account pursuant to this Section 5.3 on any Payment Date shall not exceed the aggregate amount commence no later than five Business Days following a reduction of Liquidation Proceeds collected during the related Collection Period and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6CFC's short-term ratings below A-1 by Standard & Poor's or P-1 by Moody's.

Collections. The Servicer shall, and shall cause any subservicer to, remit For purposes of the deposits to the Collection Account all payments by hereinafter provided for, the Servicer may, at its option, make net deposits such that the Servicer need not deposit the Transferor Collections, or on behalf any other amounts allocated to the Exchangeable Transferor Certificate into the Collection Account unless otherwise provided in 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 with respect 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, and all Liquidation Proceeds, both as collected during in the Collection PeriodAccount no later than the third Business Day following the Date of Processing thereof, and in either case within two Business Days subject to the right of the date that Servicer to make net deposits as provided above. Prior to remitting all such Collections and Transferor Collections (as identified by the Servicer has identified and posted such amounts (which Servicer) to the Collection Account, the Servicer shall use its reasonable best efforts to do promptlyidentify the amounts included within such payments from Obligors as constitute Released Amounts and, in accordance with subsection 2.1(h) to of the Purchase Agreement, the Transferor hereby authorizes and directs the Servicer’s computer system (the “Posted Date”). Notwithstanding the foregoing, for so long as: (i) NH Credit remains as BTFC shall be the Servicer, to retain all such Released Amounts for its own account (ii) no Servicer Default provided, that if BTFC shall have occurred and not be continuing and (iii) prior to ceasing remittances as described in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with)Servicer, the Servicer shall remit such collections with respect 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 related Collection Period to Holder of the Collection Account on the Transfer Date immediately following the end of such Collection Period. For purposes of Exchangeable Transferor Certificate in accordance with this Article V, IV and shall cause 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 its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw the required amounts from the Collection Account and or pay such amounts to the Backup Servicer, Holder of the Exchangeable Transferor Certificate in its capacity as Successor Serviceraccordance with this Article IV. Pursuant to authority granted to it pursuant to subsection 3.1(b), the sum of any accrued amounts expended Servicer shall have the power, revocable by such Successor Servicer in connection with the liquidation of any Liquidated ReceivablesTrustee, but solely to withdraw or pay, or to instruct the extent Trustee to withdraw or pay, such amounts were not netted for the purpose of carrying out the Servicer's or the Trustee's duties hereunder. The Servicer shall make such deposits or payments on the date indicated herein by wire transfer or as otherwise provided in the Supplement for any Series of Liquidation Proceeds Certificates 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6Series.

Collections. The (a) Servicer shall, and shall cause any subservicer to, remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables, Receivables (other than any amounts constituting Supplemental Servicing Fees) and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of 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: if Key Bank USA is the Servicer and (i) NH Credit remains shall have the ServicerRequired Rating or (ii) Indenture Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Notes would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to above for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that (i) if a Servicer Termination Event has occurred and is continuing, (ii) no Servicer Default shall have occurred and be continuing and has been terminated as such pursuant to Section 8.1 or (iii) prior Servicer ceases to ceasing remittances have the Required Rating, Servicer shall deposit such amounts (including any amounts then being held by Servicer) into the Collection Account as described provided in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to 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, 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 Servicer, Seller or the Seller. On any Payment Date with AFG. (b) With respect to which each Receivable (other than a Purchased Receivable or a Precomputed Receivable), collections and payments by or on behalf of the Backup Servicer Obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall have been acting be applied to interest and principal in accordance with the Simple Interest Method, as Successor Servicer during applied by Servicer. Any excess shall be applied to prepay the related Receivable. All Liquidation Proceeds shall be treated as Interest Collections. (c) With respect to each Precomputed Receivable, collections and payments by or on behalf of an Obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to the scheduled payments due on such Precomputed Receivable for such Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay to the Backup Servicer, in its capacity as Successor Servicer, the sum of any accrued amounts expended by such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to . To the 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 collections and payments on a Precomputed Receivable during a Collection Account pursuant to this Section 5.3 on any Payment Date shall not Period exceed the aggregate amount of Liquidation Proceeds collected during the related Collection Period and deposited into the Collection Account prior to scheduled payment on such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6.Precomputed SALE AND SERVICING AGREEMENT

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit within two ----------- Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables, ) and all Liquidation Proceeds, both as collected during the each Collection Period, and in either case within two Business Days . For purposes of this Article V the date that the Servicer has identified and posted such amounts (which the Servicer phrase "payments by or on behalf of Obligors" shall use its reasonable best efforts to do promptly) mean payments made with respect to the Receivables or the Financed Boats by Persons other than the Servicer’s computer system , DFS, the Transferor or the Depositor. (b) Notwithstanding anything in this Agreement to the “Posted Date”). Notwithstanding the foregoingcontrary, for so long as: if (i) NH Credit remains DFS is the Servicer, (ii) no Servicer Default shall have has occurred and be is continuing and (iii) (x) DFS arranges for and maintains a letter of credit or other form of credit enhancement for the benefit of the Trust in respect of the Servicer's obligations to make deposits of payments and Liquidation Proceeds in the Collection Account that is acceptable in form and substance to each Rating Agency or (y) DFS otherwise obtains the Rating Agency confirmations described below, then, subject to any limitations in the confirmations described below, the Servicer need not make the daily deposits of payments and Liquidation Proceeds into the Collection Account as provided in Section 5.02(a), but may make a single deposit into the Collection Account in same-day funds not later than 2:00 p.m., New York City time, on each Determination Date in a net amount equal to the amount which would have been on deposit with respect to the immediately preceding Collection Period in the Collection Account; provided, however, that prior to ceasing remittances daily deposits as described in Section 5.02 (a) the preceding sentence, Servicer shall have delivered to the Indenture Trustee (i) written confirmation from each of the Rating Agencies that the failure by DFS to make daily deposits shall not result in a qualification, reduction or withdrawal of the rating of any outstanding Notes and (ii) a certificate of a vice president or other officer of the Servicer stating that all conditions described in this paragraph to the cessation of the Servicer's duty to make daily deposits have been satisfied. If (i) DFS is no longer the Servicer, (ii) a Servicer Default has occurred and is continuing, (iii) any Rating Agency Condition shall notify the Servicer that the letter of credit or other form of credit enhancement described in the previous sentence is not satisfactory to such Rating Agency or (iv) any Rating Agency shall revoke its confirmation described in the previous sentence or DFS shall fail to comply with any limitations in any such confirmation, then (x) the Servicer shall comply with Section 5.02(a) until such time as the conditions described in the previous sentence have been satisfied and (y) DFS promptly shall notify the Indenture Trustee as to the failure of such conditions to be satisfied. (c) If (i) the Servicer makes a deposit into the Collection Account in respect of a payment of a Receivable and any conditions or limitations imposed such payment was received by the Rating Agencies Servicer in connection therewith are complied withthe form of a check which is not honored for any reason or (ii) the Servicer makes a mistake with respect to the amount of any payment and deposits an amount that is less than or more than the actual amount of such payment, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any Receivable in respect of which a dishonored check is received shall be deemed not to have been paid. (d) As an administrative convenience, unless the Servicer is required to remit payments daily pursuant to Section 5.02(a) (taking into effect Section 5.02(b)), the Servicer shall remit such collections may make the deposit of payments by or on behalf of Obligors, Advances and Purchase Amounts for or with respect to the related Collection Period out of distributions to be made to the Collection Account on the Transfer Date immediately following the end of Servicer with respect to such Collection Period. For purposes of this Article VHowever, the phrase “payments by or on behalf of the Obligors” Servicer shall mean payments made with respect account 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 PeriodOwner Trustee, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay to the Backup Servicer, in its capacity as Successor ServicerTrustee, the sum of any accrued amounts expended by such Successor Servicer in connection with Noteholders and the liquidation of any Liquidated ReceivablesResidual Interestholder as if all deposits, but solely to the extent such amounts distributions and transfers 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6individually.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit within two (2) ----------- Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables, ) and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of the date that the Servicer has identified and posted such amounts (which the Servicer shall use its reasonable best efforts to do promptly) Period less any payments owed thereon 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 preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to 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 . (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Collection Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related 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 of which the Backup 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 have been acting withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Payment Date. (c) 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 Successor Servicer during of the related 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 Backup Servicer, in its capacity as Successor Servicer, may direct Servicer shall cause all payments by or on behalf of the Indenture Trustee Obligors that are not using the automated payment option 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 liquidation of any Liquidated Receivables, but solely to the 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 and be deposited into the Collection Account prior a lockbox account established at a depository institution acceptable to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6Insurer.

Collections. The Servicer shall, and shall cause any subservicer to, remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables, and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of 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 CNHCA remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) prior to ceasing remittances as described in the preceding sentencedaily 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), the Servicer shall remit such collections with respect to 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 Date, with respect to which the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay to the Backup Servicer, in its capacity as Successor Servicer, the sum of any accrued amounts expended by such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables, ) and all Liquidation Proceeds, both as collected during the each Collection Period, and in either case within two Business Days . For purposes of this Article V the date that the Servicer has identified and posted such amounts (which the Servicer phrase "payments by or on behalf of Obligors" shall use its reasonable best efforts to do promptly) mean payments made with respect to the Receivables or the Financed Vehicles by Persons other than the Servicer’s computer system , DFS, the Transferor or the Depositor. (b) Notwithstanding anything in this Agreement to the “Posted Date”). Notwithstanding the foregoingcontrary, for so long as: if (i) NH Credit remains DFS is the Servicer, (ii) no Servicer Default shall have has occurred and be is continuing and (iii) (x) DFS arranges for and maintains a letter of credit or other form of credit enhancement for the benefit of the Trust in respect of the Servicer's obligations to make deposits of payments and Liquidation Proceeds in the Collection Account that is acceptable in form and substance to each Rating Agency or (y) DFS otherwise obtains the Rating Agency confirmations described below, then, subject to any limitations in the confirmations described below, the Servicer need not make the daily deposits of payments and Liquidation Proceeds into the Collection Account as provided in Section 5.02(a), but may make a single deposit into the Collection Account in same-day funds not later than 2:00 p.m., New York City time, on each Determination Date in a net amount equal to the amount which would have been on deposit with respect to the immediately preceding Collection Period in the Collection Account; provided, however, that prior to ceasing remittances daily deposits as described in Section 5.02 (a) the preceding sentence, Servicer shall have delivered to the Indenture Trustee (i) written confirmation from each of the Rating Agencies that the failure by DFS to make daily deposits shall not result in a qualification, reduction or withdrawal of the rating of any outstanding Notes and (ii) a certificate of a vice president or other officer of the Servicer stating that all conditions described in this paragraph to the cessation of the Servicer's duty to make daily deposits have been satisfied. If (i) DFS is no longer the Servicer, (ii) a Servicer Default has occurred and is continuing, (iii) any Rating Agency Condition shall notify the Servicer that the letter of credit or other form of credit enhancement described in the previous sentence is not satisfactory to such Rating Agency or (iv) any Rating Agency shall revoke its confirmation described in the previous sentence or DFS shall fail to comply with any limitations in any such confirmation, then (x) the Servicer shall comply with Section 5.02(a) until such time as the conditions described in the previous sentence have been satisfied and (y) DFS promptly shall notify the Indenture Trustee as to the failure of such conditions to be satisfied. (c) If (i) the Servicer makes a deposit into the Collection Account in respect of a payment of a Receivable and any conditions or limitations imposed such payment was received by the Rating Agencies Servicer in connection therewith are complied withthe form of a check which is not honored for any reason or (ii) the Servicer makes a mistake with respect to the amount of any payment and deposits an amount that is less than or more than the actual amount of such payment, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any Receivable in respect of which a dishonored check is received shall be deemed not to have been paid. (d) As an administrative convenience, unless the Servicer is required to remit payments daily pursuant to Section 5.02(a) (taking into effect Section 5.02(b)), the Servicer shall remit such collections may make the deposit of payments by or on behalf of Obligors, Advances and Purchase Amounts for or with respect to the related Collection Period out of distributions to be made to the Collection Account on the Transfer Date immediately following the end of Servicer with respect to such Collection Period. For purposes of this Article VHowever, the phrase “payments by or on behalf of the Obligors” Servicer shall mean payments made with respect account 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 PeriodOwner Trustee, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay to the Backup Servicer, in its capacity as Successor ServicerTrustee, the sum of any accrued amounts expended by such Successor Servicer in connection with Noteholders and the liquidation of any Liquidated ReceivablesResidual Interestholder as if all deposits, but solely to the extent such amounts distributions and transfers 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6individually.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall, and shall cause any subservicer to, remit to the Collection Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables), all Liquidation Proceeds (including Recoveries) collected during the related Collection Period, prior to 11:00 A.M. (New York time) on the Business Day preceding the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Liquidation Proceeds, both as collected during the Collection Period, and in either case Proceeds within two Business Days of 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”)receipt thereof. Notwithstanding the foregoing, for so long asThe commingling conditions are as follows: (i) NH Credit remains 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 remittances as described in the preceding sentencedaily 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), the Servicer shall remit such collections with respect . Notwithstanding anything herein to the related Collection Period to contrary, so long as CFSA is the Collection Servicer, CFSA may withhold from the deposit into the Deposit Account any amounts indicated on the Transfer Date immediately following related Servicer’s Certificate as being due and payable to CFSA or the end of Seller and pay such Collection Periodamounts directly to CFSA or the Seller, as applicable. 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 In the event the commingling conditions cease to which be met, the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay make daily remittance of collections to the Backup ServicerDeposit Account within two Business Days of receipt thereof; provided, in its capacity as Successor Servicerhowever, the sum daily remittance may commence no later than five Business Days following a reduction of any accrued amounts expended CFSA’s short-term ratings below “F1” by such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables Fitch or previously recovered “A-1” 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6Standard & Poor’s.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall, and shall cause any subservicer to, remit to the Collection Account all payments by or on behalf of the Obligors with respect to the ReceivablesReceivables (other than Purchased Receivables and not including Fixed Value Payments), and all Liquidation ProceedsProceeds and any subsequent Recoveries, both as collected during the a Collection Period, on or prior to (i) the Payment Determination Date preceding the related Payment Date or (ii) if the Rating Agency Condition has been satisfied, prior to 11:00 A.M. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and in either case not including Fixed Value Payments), all Liquidation Proceeds and any subsequent Recoveries within two Business Days of 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”)receipt thereof. Notwithstanding the foregoing, for so long asThe commingling conditions are as follows: (i) NH Credit remains CFC must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) CFC must maintain a short-term rating of at least A-1 by Standard & Poor's and P-1 by Moody's or (y) if daily remittances occur hereunder, prior to ceasing remittances as described in the preceding sentencedaily 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), the Servicer shall remit such collections with respect . Notwithstanding anything herein to the related Collection Period to contrary, so long as CFC is the Servicer, CFC may withhold from the deposit into the Collection Account any amounts indicated on the Transfer Date immediately following related Servicer's Certificate as being due and payable to CFC or the end of Seller and pay such Collection Periodamounts directly to CFC or the Seller, as applicable. 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 In the event the commingling conditions cease to which be met, the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee make daily remittance of collections to withdraw from the Collection Account and pay within two Business Days of receipt thereof; provided however, daily remittance may commence no later than five Business Days following a reduction of CFC's short-term ratings below A-1 by Standard & Poor's or P-1 by Moody's. Notwithstanding anything to the Backup Servicercontrary in this Section, if the Class A-1 Notes have not been paid in its capacity as Successor Servicerfull prior to the Class A-1 Special Payment Date and the commingling conditions referred to in the preceding paragraph are satisfied, the sum of any accrued amounts expended by such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the 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 and deposited deposit into the Collection Account on January 28, 2000 the collections received by it prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6date during the Collection Period in which January 28, 2000 falls.

Collections. The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall, and shall cause any subservicer to, remit to the Collection Deposit Account all payments by or on behalf of the Obligors with respect to the ReceivablesReceivables (other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds collected during the related Collection Period, prior to 11:00 A.M. (New York time) on the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments) and all Liquidation Proceeds, both as collected during the Collection Period, and in either case Proceeds within two Business Days of 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”)receipt thereof. Notwithstanding the foregoing, for so long asThe commingling conditions are as follows: (i) NH Credit remains 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 remittances as described in the preceding sentencedaily 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), the Servicer shall remit such collections with respect . Notwithstanding anything herein to the related Collection Period to contrary, so long as DCFS is the Collection Servicer, DCFS may withhold from the deposit into the Deposit Account any amounts indicated on the Transfer Date immediately following related Servicer's Certificate as being due and payable to DCFS or the end of Seller and pay such Collection Periodamounts directly to DCFS or the Seller, as applicable. 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 In the event the commingling conditions cease to which be met, the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay make daily remittance of collections to the Backup ServicerDeposit Account within two Business Days of receipt thereof; provided, in its capacity as Successor Servicerhowever, the sum daily remittance may commence no later than five Business Days following a reduction of any accrued amounts expended DaimlerChrysler North America Holding Corporation's short-term ratings below "A-1" by such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely to the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables Standard & Poor's or previously recovered "F1" 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6Fitch.

Collections. The Master Servicer shall, and shall cause any subservicer to, remit to the Collection Account all payments amounts received by the Master Servicer on or on behalf in respect of the Obligors Receivables (including Net Liquidation Proceeds and all amounts received by the Master Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to the Purchased Receivables, and all Liquidation Proceeds, both ) as collected during the Collection Period, soon as practicable and in either case within two no event after the close of business on the second Business Days of the date Day after such receipt; provided, however, 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 as the Servicer, (ii) no Servicer Default Monthly Remittance Condition shall have occurred and be continuing and (iii) prior to ceasing remittances as described in the preceding sentencesatisfied, the Rating Agency Condition shall have been satisfied (and Master Servicer may remit all such amounts received on or in respect of the Receivables during any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to the related Collection Period to the Collection Account in immediately available funds on or prior to the Transfer Date immediately following related Deposit Date. As of the end of such Collection Period. For purposes of this Article VClosing Date, 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 Master Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee make remittances to withdraw from the Collection Account and pay 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 Backup Servicer, Collection Account unless such Trustee has received notice of such event or circumstance from the Depositor or the Master Servicer in its capacity as Successor Serviceran 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 sum Master Servicer shall remit to the Collection Account on or prior to the Closing Date all amounts received by the Master Servicer on or in respect of any accrued the Receivables (including Net Liquidation Proceeds and all amounts expended received by such Successor the Master Servicer in connection with the liquidation repossession and sale of any Liquidated Receivables, a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but solely excluding the Initial Cutoff Date to and including the extent such amounts were not netted out of Liquidation Proceeds with respect of such Liquidated Receivables or previously recovered by such Successor second Business Day preceding the Closing Date. If the Master Servicer pursuant to this Section 5.3; provided thatshall satisfy the Monthly Remittance Condition, the amount that such Successor Master Servicer may withdraw from shall remit to the Collection Account pursuant on or prior to this Section 5.3 the related Deposit Date for the initial Collection Period, all amounts received by the Master Servicer on any Payment Date shall not exceed or in respect of the aggregate amount of Receivables (including Net Liquidation Proceeds collected 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 related period from but excluding the Cutoff Date to and including the last day of the initial Collection Period and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.6Period.

Collections. The (a) Servicer shall, and shall cause any subservicer to, remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf 21 SALE AND SERVICING AGREEMENT of the Obligors with respect to the Receivables, Receivables (other than any amounts constituting Supplemental Servicing Fees) and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of 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: if AmSouth is the Servicer and (i) NH Credit remains shall have the ServicerRequired Rating or (ii) Indenture Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Notes or the Certificates would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to above for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that (i) if a Servicer Termination Event has occurred and is continuing, (ii) no Servicer Default shall have occurred and be continuing and has been terminated as such pursuant to Section 8.1 or (iii) prior Servicer ceases to ceasing remittances have the Required Rating, Servicer shall deposit such amounts (including any amounts then being held by Servicer) into the Collection Account as described provided in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to 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, 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 Servicer, Seller or the Seller. On any Payment Date with Seller Affiliate. (b) With respect to which each Receivable (other than a Purchased Receivable or a Precomputed Receivable), collections and payments by or on behalf of the Backup Servicer Obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall have been acting be applied to interest and principal in accordance with the Simple Interest Method, as Successor Servicer during applied by Servicer. Any excess shall be applied to prepay the related Receivable. All Liquidation Proceeds shall be treated as Interest Collections. (c) With respect to each Precomputed Receivable, collections and payments by or on behalf of an Obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to the scheduled payments due on such Precomputed Receivable for such Collection Period. To the extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, the Backup Servicer, in its capacity collections shall be treated as Successor Servicer, Payaheads until such later Collection Period as such Payaheads may direct the Indenture Trustee be transferred to withdraw from the Collection Account and pay applied either to the Backup Servicer, scheduled payments due or to prepay the Precomputed Receivable in its capacity as Successor Servicer, the sum of any accrued amounts expended by such Successor Servicer full in connection accordance with the liquidation of any Liquidated Receivables, but solely to the 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.65.5.

Collections. The (a) Servicer shall, and shall cause any subservicer to, remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables, Receivables (other than any amounts constituting Supplemental Servicing Fees) and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two Business Days of 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: if Key Bank USA is the Servicer and (i) NH Credit remains shall have the ServicerRequired Rating or (ii) Indenture Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Notes or the Certificates would not be lowered or withdrawn as a result, Servicer may deposit SALE AND SERVICING AGREEMENT 18 all amounts referred to above for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that (i) if a Servicer Termination Event has occurred and is continuing, (ii) no Servicer Default shall have occurred and be continuing and has been terminated as such pursuant to Section 8.1 or (iii) prior Servicer ceases to ceasing remittances have the Required Rating, Servicer shall deposit such amounts (including any amounts then being held by Servicer) into the Collection Account as described provided in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to 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, 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 . (b) With respect to which each Receivable (other than a Purchased Receivable or a Precomputed Receivable), collections and payments by or on behalf of the Backup Servicer Obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall have been acting be applied to interest and principal in accordance with the Simple Interest Method, as Successor Servicer during applied by Servicer. Any excess shall be applied to prepay the related Receivable. All Liquidation Proceeds shall be treated as Available Interest. (c) With respect to each Precomputed Receivable, collections and payments by or on behalf of an Obligor (other than any amounts constituting Supplemental Servicing Fees) for each Collection Period shall be applied to the scheduled payments due on such Precomputed Receivable for such Collection Period. To the extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, the Backup Servicer, in its capacity collections shall be treated as Successor Servicer, Payaheads until such later Collection Period as such Payaheads may direct the Indenture Trustee be transferred to withdraw from the Collection Account and pay applied either to the Backup Servicer, scheduled payments due or to prepay the Precomputed Receivable in its capacity as Successor Servicer, the sum of any accrued amounts expended by such Successor Servicer full in connection accordance with the liquidation of any Liquidated Receivables, but solely to the 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 and deposited into the Collection Account prior to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under Section 5.65.4.

Collections. (a) The Servicer shall, and shall cause any subservicer to, remit to the Collection Account 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 ProceedsProceeds directly into the Local Collection Accounts on the Business Day of receipt, both as collected 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 PeriodPeriod 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, and in either case within two Business Days of 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 preceding sentenceOriginators, the Rating Agency Condition Seller or the Depositor shall have been satisfied (and any conditions or limitations imposed by deposit into the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to the related Local 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 “Accounts all payments by or on behalf of the Obligors” Obligors on the Receivables and any Liquidation Proceeds received by the Originators, the Seller, the Depositor or the Servicer after the Cut-Off Date and any Compensating Interest on or prior to the second Business Day immediately preceding the Closing Date. The Local Banks shall mean deposit all such payments made on the Receivables and any Compensating Interest into the [____________] Collection Accounts no later than the Business Day after receipt of such payments and the [____________] Banks shall deposit all such payments into the Collection Account no later than the Business Day after receipt of such payments. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account 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 a Collection Period, the Backup Servicer, Period for amounts previously deposited in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay 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 Backup Servicer, in its capacity as Successor Servicer, Servicer on the sum related Distribution Date pursuant to Section 5.5(b)(i) upon certification by the Servicer of any accrued such amounts expended by and the provision of such Successor Servicer in connection with the liquidation of any Liquidated Receivables, but solely information to the extent such amounts were not netted out Trustee and the Certificate Insurer as may be necessary in the opinion of Liquidation Proceeds with respect the Trustee and the Certificate Insurer to verify the accuracy of such Liquidated Receivables or previously recovered by such Successor Servicer 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 5.3; provided that5.2(b), the Certificate Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee written notice to such effect, following receipt of which the Trustee shall not make a distribution to the Servicer in respect of such amount that such Successor Servicer may withdraw from the Collection Account pursuant to this Section 5.3 on any Payment Date shall not exceed 5.5, or if the aggregate amount of Liquidation Proceeds collected during the related Collection Period and deposited into the Collection Account Servicer prior thereto has been reimbursed pursuant to such Payment Date. Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions under 5.5 or Section 5.6, the Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Distribution Date.

Collections. The Servicer shall, and shall cause any subservicer to, remit to the Collection Account all payments amounts received by the Servicer on or on behalf in respect of the Obligors Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to the Purchased Receivables, and all Liquidation Proceeds, both ) as collected during the Collection Period, soon as practicable and in either case within two no event after the close of business on the second Business Days of the date day after such receipt; provided, however, 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: as (i) NH Credit remains CarMax is the Servicer, (ii) no Servicer Default Event of Servicing Termination shall have occurred and be continuing and (iii) prior to ceasing remittances as described in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied witheach, a "Monthly Remittance Condition"), the Servicer shall may remit any such collections with respect to the related amounts received during any Collection Period to the Collection Account in immediately available funds on the Transfer Business Day preceding the Distribution Date immediately following the end of such Collection Period. For purposes of this Article V, Period (it being understood that the phrase “payments by or on behalf Monthly Remittance Condition has not been satisfied as of the Obligors” shall mean payments made with Closing Date); and, provided further, that any such amounts are received in respect of a Receivable as to which there is an outstanding and unreimbursed Simple Interest Advance, such amounts shall, to the Receivables extent of any such unreimbursed Simple Interest Advance, be retained by Persons other than the Servicer or the Sellerin reimbursement of itself. On any Payment Date with respect to which the Backup The Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee likewise remit to withdraw from the Collection Account all Liquidation Proceeds in respect of a Receivable as to which there is an outstanding and pay to unreimbursed Simple Interest Advance after deducting therefrom the Backup Serviceramount of such outstanding and unreimbursed Simple Interest Advance. Notwithstanding the foregoing, the Servicer may, in its capacity as Successor Servicerthe event that the Servicer determines that it has made an Unreimbursed Servicer Advance, reimburse itself from unrelated amounts received by the sum Servicer on or in respect of any accrued the Receivables (including Liquidation Proceeds and all amounts expended received by such Successor the Servicer in connection with the liquidation repossession and sale of any Liquidated Receivables, but solely a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) to the extent that the Servicer shall, concurrently with the withholding of any 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 and deposited deposit into the Collection Account prior as required above, furnish to the Indenture Trustee and the Owner Trustee a certificate of a Servicing Officer setting forth the basis for the Servicer's determination, the amount of and Receivable with respect to which such Payment DateUnreimbursed Servicer Advance was made and the installment or installments or other proceeds respecting which reimbursement has been taken; provided, however, that the Servicer must provide such certificate within three months of such reimbursement. Any such withdrawals permissible The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under this Section 5.3 shall be made prior to any distributions under Section 5.6.clause (ii) or